Default; Acceleration. (a) Any of the following shall constitute an “Event of Default” under this Note:
(i) the failure by the Company to pay any amounts required to be paid under this Note on or before the date on which such payment was due;
(ii) the breach or noncompliance by the Company of any of its material representations, warranties or covenants contained herein or in the Agreement;
(iii) the Company shall
(A) apply for or consent to the appointment of a receiver or trustee of the Company’s assets,
(B) make a general assignment for the benefit of creditors,
(C) file a petition or other request no matter how denominated (“Petition”) seeking relief under Title 11 of the United States Code or under any other federal or state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute (“Bankruptcy Statute”), or
(D) file an answer admitting the material allegations of a Petition filed against it in any proceeding under any Bankruptcy Statute;
(iv) there shall have entered against the Company an order for relief under any Bankruptcy Statute; or
(v) a Petition seeking an order for relief under any Bankruptcy Statute is filed by any one other than the Company and without the Company’s consent or agreement which is not dismissed or stayed within 60 days after the date of such filing, or such Petition is not dismissed upon the expiration of any stay thereof.
(b) Upon the occurrence of an Event of Default, the unpaid principal amount evidenced by this Note (and any accrued but unpaid interest thereon) shall be immediately due and payable.
(c) Until the occurrence of an Event of Default, the principal amount evidenced by this Note shall bear interest at the Applicable Interest Rate and upon an Event of Default, any unpaid principal amount under this Note and any accrued but unpaid interest through the date of effectiveness of such Event of Default shall bear interest until paid at the Default Interest Rate.
Default; Acceleration. The occurrence of any of the following events or circumstances will be an “Event of Default”:
(a) the failure of the Maker to make any payment of principal or interest on this Note within three (3) Business Days after the same shall become due;
(b) the failure of the Maker to pay any other amounts, including any late charge, Collection Costs or other amounts owed to the Payee under this Note, within five (5) Business Days after the Payee gives the Maker a written request for such payment;
(c) the failure of the Maker to timely pay any amounts, including any late charge, owed to the Payee under the Commercial Agreement;
(d) the failure of any Loan Party or any Subsidiary to perform its obligations under Section 8 or Section 10 of this Note;
(e) the failure of any Loan Party or any Subsidiary to pay or perform its obligations under any term, provision, covenant or agreement in this Note or Related Documents, which failure is not within the scope of preceding clauses (a), (b), (c) or (d), which failure shall continue unremedied for a period of thirty (30) days;
(f) if any representation or warranty made by any Loan Party or any Subsidiary in this Note or in any Related Document is breached in any material respect or is false or misleading, to the extent that such representation or warranty being incorrect or misleading had, or could reasonably be expected to have, a Material Adverse Effect (without duplication of any qualification by materiality or reference to Material Adverse Effect or material adverse effect);
(g) if (i) any default or event of default occurs under the Madryn Loan Agreement or (ii) any Loan Party or any Subsidiary breaches or defaults in any payment of any Indebtedness (other than the Indebtedness evidenced by this Note) owed by it to any Person, or will breach, or default under, any other terms, representations, warranties, covenants, conditions, or other provisions applicable to such Indebtedness, if (x) the amount of such Indebtedness exceeds One Million Dollars ($1,000,000) or (y) the occurrence of any such breach or default would accelerate such Indebtedness or would entitle the holder of such indebtedness to accelerate such Indebtedness or exercise any other remedies with respect thereto;
(h) if a judgment, order or award for payment of money in excess of One Million Dollars ($1,000,000) will be entered against any Loan Party or any Subsidiary, in favor of any Person, and such judgment or order will continue unsatisfied and unstayed ...
Default; Acceleration. All outstanding principal together with accrued interest shall become immediately due and payable in full, subject to the limitations on recourse provided above, upon default in the payment of principal or interest due under this Note if such default is not remedied within thirty (30) days after receipt by the Band of written notice thereof as provided in the Development Agreement.
Default; Acceleration. The occurrence of any of the following shall constitute an "Event of Default":
(a) The breach by the Maker of any of the terms or provisions contained in this Note or any of the Notes, including without limitation the failure to pay when due (whether at the date hereof or at a date fixed for prepayment hereof or by acceleration hereof or otherwise) any principal, interest, charges or other amounts hereunder or failure to perform hereunder or under any of the Notes and such breach shall continue unremedied for five business days; or
(b) If the Maker
(i) shall commence any case or proceeding or other action relating to it under any bankruptcy, insolvency or other similar law or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or
(ii) shall admit the material allegations of any petition or pleading in connection with any such case or proceeding; or
(iii) makes an application for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part of the Maker's property; or
(iv) makes a general assignment for the benefit of creditors; or
(v) is unable or admits in writing its inability to pay its debts as they mature; or
(c) Commencement of any case or proceeding or the taking of any other action against the Maker in bankruptcy, insolvency, or similar law or seeking reorganization, arrangement, readjustment of its debts, liquidation, dissolution, winding-up, composition or for any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act of law of any jurisdiction, domestic or foreign, now or hereafter existing; or the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part of the Maker's property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Maker; and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or
(d) An event of default shall occur under (i) the Senior Loan Agreement (as defined in the Se...
Default; Acceleration. In the event that: (i) the Buyer shall fail to pay any principal hereunder for a period of five (5) days after such payment is due; or (ii) the Buyer shall fail to observe or perform any of the covenants of the Buyer contained herein
Default; Acceleration. Upon the occurrence and during the continuance of an Event of Default (subject to any applicable notices and grace periods), Lender may, at its option, declare the entire unpaid principal balance of this Note, all accrued interest thereon and all other sums due by Borrower under this Note or under the Receivables Loan Agreement to Lender to become immediately due and payable in advance of its stated maturity. In addition, upon the occurrence of such an Event of Default (subject to any applicable notices and grace periods), Lender, through Agent, may exercise its rights and remedies set forth in the Receivables Loan Agreement, the Loan Documents at law or in equity, all of which are cumulative and concurrent.
Default; Acceleration. If any one or more of the following events shall occur (hereinafter called an "Event of Default"), namely:
(i) default shall be made in the payment of any installment hereunder, when due which is not cured within any applicable cure period; or (ii) Maker shall become insolvent, or shall be unable to pay its debts as they mature; or shall admit in writing its inability to pay its debts as they mature; or shall make an assignment for the benefit of its creditors; or shall file or commence or have filed or commenced against it any proceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, or a receiver or trustee shall be appointed for the undersigned; or (iii) there shall be a material adverse change in the financial condition of Maker as compared to its financial condition as of the date hereof or (iv) an event of default shall exist under the Security Agreement or the Membership Interest Agreement which is not cured within any applicable cure period; or (v) there is an Event of Default under that certain Amended and Restated Promissory Note between Maker and Holder dated of even date herewith in the principal amount of $933,000 (vi) Maker shall fail to comply with any other provision of this Note; or (vii) any representation or warranty made herein or in the Security Agreement shall be false in any material respect; or and with respect to each of the foregoing, in the case of any monetary obligation, the same shall not be paid within five (5) days of written notice of such failure by Holder to Maker, and in the case of any non-monetary obligation which is curable, the same shall not be cured within twenty (20) days of written notice of such failure by Holder to Maker (provided that if a cure period is provided in the Security Agreement or Membership Interest Agreement, such cure period shall control with respect to defaults under such agreement, and the cure period provided herein shall not apply with respect thereto), THEN, upon the occurrence of any such Event of Default, or upon the expiration of the term of this Note, Holder at its election, and without presentment, demand, notice of any kind, all of which are expressly waived by Maker, may declare the entire outstanding balance of principal and interest thereon immediately due and payable, together with all costs of collection, including attorneys' fees, or may exercis...
Default; Acceleration. Lender shall have the optional right to declare the amount of the total unpaid balance hereof to be due and forthwith payable in advance of the maturity date of any sum due or installment, as fixed herein, after notice and cure rights have been given in accordance with the terms and conditions in the Mortgage securing this Note, upon the occurrence of any material failure to perform in accordance with any of the terms and conditions in the Mortgage securing this Note.
Default; Acceleration. This Note is secured by that certain Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of March 10, 2015 by Borrower for the benefit of Lender, recorded in Dxxxx County, Florida, and that certain Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of March 10, 2015 by Borrower for the benefit of Lender, recorded in Clay County, Florida (collectively, the “Mortgages”). Upon the occurrence and during the continuance of an “Event of Default” (as defined in either of the Mortgages), then, or at any time thereafter, the whole of the unpaid principal hereof, together with accrued and outstanding interest and all other sums required to be paid under this Note or the Mortgages (including the prepayment premium hereinafter described) shall, at the election of Lender and with prior notice of such election, become due and payable. Lender’s election may be exercised at any time after any such event, and the acceptance of one or more payments hereon from any person thereafter shall not constitute a waiver of Lender’s election, or of its option to make such election.
Default; Acceleration. The entire outstanding principal and accrued interest of the Loan shall become due immediately, without demand or notice, if prior to the Maturity Date (i) Borrower fails or refuses to pay any installment of principal or interest or any other amount due under the Loan within thirty (30) days of the date such installment became due; (ii) bankruptcy, reorganization, arrangement, or insolvency proceedings, or other proceedings or relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against Borrower or Target or any subsidiary and, if instituted are consented to or are not dismissed within 30 days after institution; or (iii) the representations and warranties made by Borrower in this Agreement are materially incorrect or misleading (each an "Event of Default").
