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Common use of DEFAULT AND ACCELERATION Clause in Contracts

DEFAULT AND ACCELERATION. Upon the occurrence of any one or more of the following events of default: (a) Customer fails to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code).

Appears in 3 contracts

Samples: Revolving and Term Credit Agreement (United Wisconsin Grain Producers LLC), Revolving and Term Credit Agreement (United Wisconsin Grain Producers LLC), Revolving and Term Credit Agreement (United Wisconsin Grain Producers LLC)

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DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition to any other rights or remedies available to Lender under this Note, at law, or in equity: (i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate. (ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note). (b) Upon the occurrence of any one Insolvency Event (as defined in Paragraph 6(f)(vii)), all of Borrower’s obligations under this Note (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note) shall immediately and automatically become due and payable, without notice or more demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything to the contrary contained herein. (c) If any payment owing from Borrower to Lender under this Note is not received by Lender within five (5) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the following events of default: overdue amount as a late charge (athe “Late Charge”). The Late Charge shall be paid to Lender within five (5) Customer fails days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder. (d) Xxxxxxxx recognizes that any amount when due failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender. (e) No failure or delay on the part of Lender in exercising any right or remedy under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer agreement executed in connection with or securing this Agreement is Note shall operate as a waiver of any such right or was false remedy. No right, power, or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails remedy given to timely observe or perform any Lender by the terms of the covenants or duties contained in this Agreement, the Note or by the terms of any Security Documentsother agreement executed in connection with or securing this Note is intended to be exclusive of any other right, (e) power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any guaranty instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by Xxxxxx of Customer’s obligations any power hereunder, or under any other document executed in connection with or securing this Agreement Note, shall preclude other or further exercise thereof or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject exercising of any bankruptcy or insolvency proceeding, or other power. (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration For purposes of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code).Note:

Appears in 3 contracts

Samples: Secured Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co), Secured Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co), Secured Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co)

DEFAULT AND ACCELERATION. Upon The security of this mortgage will, at the occurrence option of the Mortgagee, immediately become enforceable and may be enforced without the requirement of any one or more any further notice from the Mortgagee to the Mortgagor, in each of the following events events, each of which shall constitute an event of default: (a) Customer fails if the Mortgagor defaults in payment or in the observance or performance of any obligation, covenant or liability of the Mortgagor to the Mortgagee, whether contained herein, in the Guarantee, or in another security or agreement executed and delivered by the Mortgagor to the Mortgagee, and, except as otherwise expressly provided, such default continues for more than seven days following written notice from the Mortgagee to pay or to otherwise remedy the same; if any amount when due under this Agreement warranty, representation or statement made or furnished to the Mortgagee by or on behalf of the Mortgagor in respect of the Lands or the Note or under any other instrument evidencing any indebtedness of Customer Mortgagor proves to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was have been false or fraudulent misleading in any material respectrespect when made or furnished; if the Lands are capable of generating income and there is loss or damage to the Lands or any part thereof which materially adversely affects their income-generating ability thereof in the reasonable opinion of the Mortgagee, (c) and such loss or damage cannot be repaired or replaced so as to re-establish the income-generating ability of the Lands within a material adverse change occurs reasonable time and in Customer’s financial conditionany case within 90 days following such loss or damage; if there is a seizure or attachment to or on the Lands; if any charge or encumbrance created or issued by the Mortgagor becomes enforceable and any step is taken to enforce the same; if an order is made, (d) Customer fails an effective resolution passed or an application is filed for the winding up of the Mortgagor, or a receiver of the Mortgagor or the Lands is appointed; if the Mortgagor becomes insolvent, makes a general assignment for the benefit of its creditors or otherwise acknowledges insolvency, or a bankruptcy application or bankruptcy order is filed or made against the Mortgagor; if the Mortgagor ceases or threatens to timely observe cease to carry on its business, makes a bulk sale of its assets or perform commits or threatens to commit any act of bankruptcy; if any other mortgagee, encumbrancee or other party having a charge on the Lands commences proceedings to enforce its rights or security in such mortgage, encumbrance or charge or takes steps to collect all or any of the covenants or duties contained in this Agreementincome generated from the Lands, the Note or any Security Documents, (e) part thereof; if the Mortgagor grants or attempts to grant any guaranty form of Customer’s obligations security to any person other than the Mortgagee ranking or purporting to rank in priority to or equally with the security held by the Mortgagee on the Lands; if the Mortgagor abandons the Lands or any part thereof; if the Mortgagor operates a business on the Lands and fails to maintain and operate such business as a going concern in a prudent and businesslike manner to the reasonable satisfaction of the Mortgagee; or if for any other reason the Mortgagee determines that its security under this Agreement or the Note mortgage is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)jeopardy.

Appears in 2 contracts

Samples: Land Mortgage, Land Mortgage

DEFAULT AND ACCELERATION. It is expressly agreed by Purchaser that time is of the essence of this Contract. Upon the occurrence of any one or more Event of the following events of default: (a) Customer fails to pay Default, as hereinafter defined, and at any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreementtime thereafter, the Note or any Security Documentsentire Contract Balance and all Obligations (as defined in Section 11.2), (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor diesand all accrued, ceases to exist or becomes the subject of any bankruptcy or insolvency proceedingunpaid interest thereon, or (f) an event of default occurs under any Security Document or the Note; thenshall, at Lender’s optionthe option of Vendor, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without any notice, presentment, demand, protest, notice of protest, or further other notice or dishonor or demand of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation Purchaser, and Vendor shall have the right to make advances pursue immediately any and all remedies, legal or equitable, as are available under applicable law to collect such Contract Balance together with a default rate of interest equal to twelve percent (12%) per annum beginning to accrue on the Loans under date of the Event of Default (the “Default Interest”). Vendor shall be entitled to avail itself of the remedy of declaring a forfeiture and cancel the Contract as provided below and thereby taking possession and removing the Purchaser from the Real Property. The following shall each constitute an “Event of Default” for purposes of this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable Contract: 11.1. Default by Purchaser in the event Customer payment of: 11.1.1. any Monthly Payment installment of the Purchase Price within five (5) days of the date due under the terms of this Contract, 11.1.2. any installment of real estate taxes on the Real Property or assessment for a public improvement which by the terms of this Contract are payable by Purchaser, on or before the date the same becomes delinquent, 11.1.3. any lapse of insurance required by the subject terms of bankruptcy this Contract to be maintained by Purchaser, 11.1.4. any installment of basic rent or other insolvency proceedingsadditional charges payable under the that certain sublease between Vendor and Purchaser to the ground lease for parking lot purposes by and between Vendor and St Xxxxxx County, Indiana Department of Redevelopment, acting by and through the St. Xxxxxx County Redevelopment Commission dated December 18, 2001 (the “Sublease”), 11.1.5. Lender may waive any default without waiving any other subsequent or prior defaultmutually agreed upon amount payable pursuant to this Contract. 11.2. Customer agrees to pay LenderDefault, for a period of ten (10) days (provided that, with the exception of Purchaser’s costs of administration payment obligations, if any breach of this Agreement. Customer also agrees Contract cannot reasonably be remedied within such ten (10) day period, it shall not be a Purchaser Default hereunder so long as Purchaser commences such cure within the ten (10) day period and proceeds diligently until such cure is complete, but in no event longer than sixty (60) days) after written notice thereof is given to pay all costs of collection before Purchaser, in the indebtedness, obligations and after judgmentliabilities, including reasonable attorneys’ fees (including those incurred in successful defense or settlement the performance or observation of any counterclaim brought by Customer other covenant or incident term of this Contract or the Sublease, (collectively, the “Contract Documents”) of Purchaser owing to any action or proceeding involving Customer brought pursuant to Vendor (collectively, the United States Bankruptcy Code“Obligations”). 11.3. Lease, sublease or encumbrance of the Real Property or any part thereof, or the making of any levy, seizure or attachment thereof or thereon or a substantial, uninsured loss of any part of the Real Property.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Electric Last Mile Solutions, Inc.), Land Contract (Electric Last Mile Solutions, Inc.)

DEFAULT AND ACCELERATION. Upon the occurrence of any Any one or more of the following events of default: shall constitute a default hereunder and under the Promissory Note: (a) Customer Borrower fails to pay any amount when due under this Agreement or the Promissory Note or under any other instrument evidencing any indebtedness of Customer delivered by Borrower pursuant to Lender, this Agreement; (b) any Any representation or warranty made under this Agreement or information provided by Customer Borrower in connection with this Agreement is or was false or fraudulent in any material respect, ; (c) a A material adverse change occurs in CustomerBorrower’s financial condition, ; (d) Customer Borrower fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, ; (e) any Any guaranty of CustomerBorrower’s obligations obligation under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or reason; (f) an Any event of default occurs under any Security Document security agreement; (g) A default by Borrower with respect to any terms or provisions of documents evidencing any other indebtedness of Borrower to Bank; (h) The Borrower shall admit in writing the Noteinability to pay any of its debts or shall have made a general assignment for the benefit of creditors, or shall have applied for or otherwise have a receiver, trustee, or custodian appointed for any of its property or assets; thenor (i) The occurrence of any other event which causes the Bank, in good faith, to deem itself insecure. Then, at LenderBank’s option, and upon verbal or written verbal notice to CustomerBorrower, Lendergiven at any time including after receipt from Borrower of a request for a Revolving Loan, Bank’s obligation to make advances on the Revolving Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, protest or further notice of any kind, all of which are hereby expressly waived by CustomerBorrower. LenderBank’s obligation to make advances on the Revolving Loans under this Agreement shall automatically terminate and the total unpaid balance of the Promissory Note shall automatically become due and payable in the event Customer Borrower becomes the subject of bankruptcy or other insolvency proceedings. Lender Bank may waive any default without waiving any other subsequent or prior default. Customer Borrower agrees to pay LenderBank’s costs cost of administration of this Agreement, including reasonable attorneys’ fees. Customer Borrower also agrees to pay all of Bank’s costs of collection collection, before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer Borrower or incident to any action or proceeding involving Customer Borrower brought pursuant to the United States Federal Bankruptcy Code).

Appears in 2 contracts

Samples: Loan Agreement (TomoTherapy Inc), Loan Agreement (TomoTherapy Inc)

DEFAULT AND ACCELERATION. It is expressly agreed by Mxxxxxxxx that time is of the essence of this Mortgage. Upon the occurrence of any one or more Default and the expiration of the following events of default: (a) Customer fails to pay any amount when due under this Agreement or the Note or under applicable cure period and at any other instrument evidencing any indebtedness of Customer to Lendertime thereafter, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent then, in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreementand every such case, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; thenentire Indebtedness shall, at Lender’s optionthe option of Mortgagee, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without any notice, presentment, demand, protest, notice of protest, or further other notice of dishonor or demand of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation Mxxxxxxxx, and Mortgagee shall have the right immediately to make advances on foreclose the Loans under lien created by this Agreement Mortgage against the Mortgaged Property, to enforce every other security interest created by this Mortgage and to institute any action, suit or other proceeding which Mortgagee may deem necessary or proper for the protection of its interests; provided that if an event described in paragraph 11(j) or (k) below shall automatically terminate and the total unpaid balance occur, all Indebtedness shall automatically become immediately due and payable without any need for a declaration of Default. The following shall each constitute a "Default" for purposes of this Mortgage: (a) Failure to pay the Indebtedness or any part thereof within five (5) days when due; (b) Default in the performance of observance by Mortgagor of any other covenant, condition or term of this Mortgage, the Note or the other Loan Documents in any material respect, which continues uncured for a period of twenty (20) days after Mortgagee shall have given written notice of such default to Mortgagor; provided, however, that if the default is susceptible to cure but cannot be cured within the twenty (20) day period, but Borrower promptly commences the cure of the default and diligently prosecutes the cure to completion, then no Default shall be deemed to occur under this Mortgage unless the default remains uncured forty-five (45) days after the giving of the written notice by Lxxxxx; or (c) If any warranty of Borrower contained in this Mortgage or in any other Loan Document was untrue or misleading on the date made in any material respect; (d) The occurrence of any Transfer prohibited by this Mortgage; (e) The condemnation, seizure or appropriation of, or the occurrence of an uninsured casualty with respect to, any material portion of the Real Estate or Improvements; (f) The enactment of any law which deducts from the value of the Mortgaged Property for the purpose of taxation any lien thereon or imposes upon Mortgagee the payment of the whole or any part of the taxes, assessments, charges or liens required by the terms of this Mortgage to be paid by Mortgagor or changes in any way the laws relating to the taxation of mortgages or debts secured by mortgages or Mortgagee's interest in the Real Estate, the Improvements or any other of the Mortgaged Property or the manner of collection of taxes so as to affect this Mortgage or any other of the Indebtedness or the holder thereof or impose a tax, other than a federal or state income tax, on or payable by Mortgagee by reason of its ownership of the Indebtedness and, in such event Customer becomes Mortgagor, within five (5) business days after notice and after demand by Mortgagee, does not pay such taxes or assessments -13- or reimburse Mortgagee therefor or, in the subject opinion of bankruptcy counsel for Mortgagee, it might be unlawful to require Mortgagor to make such payment or the making of such payment might result in the imposition of interest costs beyond the maximum amount permitted by applicable law; (g) Any part of the Mortgaged Property or all or any substantial part of the property or assets of Mxxxxxxxx is placed in the hands of any receiver, trustee or other insolvency proceedings. Lender may waive officer or representative of any default court, or Mxxxxxxxx consents, agrees or acquiesces to the appointment of any such receiver or trustee; (h) Mortgagor does, or permits to be done, anything that in any way materially impairs the lien of this Mortgage or makes any material alterations to the Mortgaged Property with an aggregate cost of over $150,000.00 without waiving the prior consent of Mortgagee. (i) Any lienholder or creditor shall initiate an action to foreclose a lien or security interest on all or any other subsequent part of the Mortgaged Property, whether such security interest or prior default. Customer agrees lien is superior, equal or junior to the security interest or lien held by Mortgagee on the Mortgaged Property, and the action shall remain undismissed for a period of sixty (60) days or Mortgagor shall fail to contest the proceeding within twenty (20) days after notice thereof; or (j) Mortgagor shall (i) apply for, or consent in writing to, the appointment of a receiver, trustee or liquidator; or (ii) file a voluntary petition seeking relief under the Bankruptcy Code, or be unable, or admit in writing its inability, to pay Lender’s costs its debts as they become due; or (iii) make a general assignment for the benefit of administration creditors; or (iv) file a petition or an answer seeking reorganization or an arrangement or a readjustment of this Agreement. Customer also agrees to pay all costs of collection before and after judgmentdebt with creditors, including reasonable attorneys’ fees (including those incurred in successful defense apply for or settlement take advantage of any counterclaim brought by Customer insolvency, bankruptcy, suspension of payments, reorganization, debt arrangement, liquidation, dissolution or incident to any action or proceeding involving Customer brought pursuant to similar event, under the law of the United States Bankruptcy Code)or of any state in which Mortgagor is a resident; or (v) file an answer admitting the material allegations of a petition filed against Mortgagor in any such bankruptcy, reorganization or insolvency case or proceeding or (vi) take any action authorizing, or in furtherance of, any of the foregoing; or (k) an involuntary case is commenced against Mxxxxxxxx and the petition is not dismissed within sixty (60) days after the commencement of the case or (ii) an order, judgment or decree shall be entered by any court of competent jurisdiction on the application of a creditor adjudicating Mortgagor bankrupt or insolvent, or appointing a receiver, trustee or liquidator of Mortgagor or of ordering the sale of all or substantially all of the assets of Mortgagor and such order, judgment or decree shall continue unstayed and in effect for a period sixty (60) days or shall not be discharged within ten (10) days after the expiration of any stay thereof.

Appears in 1 contract

Samples: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Newcare Health Corp)

DEFAULT AND ACCELERATION. 5.01 Any or all of the Liabilities of the Borrower to the Bank shall, at the option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing a Liability, be immediately due and payable without notice or demand upon the occurrence of any of the following events of default (each an "Event of Default" hereunder): (a) The occurrence of an Event of Default under the Loan Agreement following the expiration of any applicable grace period; (b) An injunction or attachment against property of the Borrower remains undischarged for a period of thirty (30) days; (c) The security interest granted to the Bank in the Collateral shall, at any time after the execution and delivery of this Agreement, for any reason, ceases (i) to create a valid and perfected first priority security interest in the Collateral including, without limitation, the occurrence of any event which would cause a lien creditor, as that term is defined in Section 9-301 of the Code, to take priority over advances made by Bank; (ii) this Agreement shall cease to be in full force and effect or shall be declared null and void, or the validity or enforceability hereof shall be contested by the Borrower; or (iii) any guarantor of the Liabilities denies it has any further liability or obligation with respect to such Liabilities or terminates its guaranty or fails to honor any of its Liabilities under such guaranty. 5.02 Upon the occurrence of any one or more Events of Default set forth in Section 5.01, the Bank shall have all the rights and remedies of a secured party under Chapter 106, Article 9, of the following events of default: (a) Customer fails Massachusetts General Laws, in addition to pay any amount when due under all other rights and remedies mentioned in this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information Agreement. Unless otherwise provided by Customer law, the Bank may require the Borrower to assemble any tangible personal property constituting Collateral and make it available to the Bank at a place to be designated by the Bank which is reasonably convenient to both parties. 5.03 The Borrower hereby grants to the Bank a nonexclusive irrevocable license in connection with this Agreement is or was false or fraudulent in the Bank's exercise of its rights hereunder, to use, apply and affix any material respecttrademark, (c) a material adverse change occurs in Customer’s financial conditiontrade name, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement logo or the Note is revoked like in which the Borrower now or becomes unenforceable for any reason or any such guarantor dieshereafter has rights, ceases to exist or becomes which license may be used solely by the subject Bank upon the occurrence of any bankruptcy or insolvency proceeding, or (f) an event Event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)Default.

Appears in 1 contract

Samples: Security Agreement (Sight Resource Corp)

DEFAULT AND ACCELERATION. Upon If an Event of Default (as defined in the occurrence Loan Agreement), other than an Event of any one or more Default described in Section 6.01(g) of the following events of default: (a) Customer fails Loan Agreement has occurred and is continuing, Lender may at any time, in addition to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer rights or remedies available to Lenderit pursuant to this Note, (b) any representation the Loan Agreement and the Mortgage Loan Assignment Agreement, or warranty made under this Agreement at law or information provided by Customer in connection with this Agreement is equity, take such action, without notice or was false or fraudulent demand, that Lender deems advisable to protect and enforce its rights against Borrower and in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained Collateral (as defined in this the Loan Agreement), the Note or any Security Documentsincluding, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dieswithout limitation, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal by notice to CustomerBorrower, Lender’s obligation declare the Debt to make advances on the Loans under this Agreement shall terminate be forthwith due and the total unpaid balance payable, whereupon such Debt shall become immediately and be forthwith due and payable payable, without presentment, demand, protest, protest or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on Borrower, and may enforce or avail itself of any or all rights or remedies provided in this Note, the Loans under this Loan Agreement shall automatically terminate and the total unpaid balance Mortgage Assignment Agreement against Borrower and/or the Collateral (including selling the Mortgage Loans); and upon an Event of Default described in Section 6.01(g) of the Loan Agreement, the Debt shall automatically become and be due and payable in payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Borrower. "Debt" means (a) the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration outstanding principal balance of this Note, (b) interest, default interest at the Default Rate (as defined herein), late charges and other sums, as provided in this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement. Customer also agrees , (c) all other monies agreed or provided to pay be paid by Borrower in this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, and (e) all sums advanced and costs and expenses incurred by Lender in connection with the Debt or any part thereof, any renewal, extension, or change of collection before and after judgmentor substitution of the Debt or any part thereof, including reasonable attorneys’ fees (including those or the acquisition or perfection of the security therefor, whether made or incurred in successful defense at the request of Borrower or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)Lender.

Appears in 1 contract

Samples: Loan Agreement (Nb Capital Corp)

DEFAULT AND ACCELERATION. Upon the occurrence For purposes of this Note, Maker shall be -------------------------- in "DEFAULT" under this Note if any one or more of the following events of defaultoccurs: (a) Customer Maker fails to make any payment of interest, principal or other amount hereunder on or before the Maturity Date; (b) Maker admits in writing Maker's inability to pay Maker's debts as such debts become due, makes a general assignment for the benefit of creditors, or files any amount when due petition or action for relief under this Agreement any bankruptcy, reorganization, insolvency or the Note moratorium law or under any other instrument evidencing any indebtedness of Customer to Lenderlaw for the relief of, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respectrelating to, debtors; (c) a material adverse change occurs in Customer’s financial condition, Maker commits any breach of or default under this Note or any instrument securing or otherwise assuring payment of or performance under this Note; (d) Customer fails to timely observe any involuntary petition is filed against Maker under any bankruptcy, reorganization, insolvency or perform moratorium law or under any other law for the relief of, or relating to, debtors; (e) a levy or writ of attachment or garnishment or other like judicial process is filed or issued against or upon the Maker or any of the covenants or duties contained "Collateral" (defined in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, Section 13 below); or (f) an event Holder deems itself insecure, believing that the prospect of default occurs payment under this Note is impaired or fears the Collateral is at risk of being compromised. Notwithstanding any Security Document or other provision of this Note to the Note; thencontrary, upon the occurrence of a Default, Holder may, at Lender’s option, and upon written verbal Holder's option but witx xxxxten notice to CustomerMaker, Lender’s obligation to make advances on the Loans entire indebtedness evidenced by this Note, including the entire principal balance outstanding hereunder, any and all unpaid interest accrued thereon and any and all other amounts due and owing under this Agreement Note, shall terminate and the total unpaid balance shall become immediately be due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)payable.

Appears in 1 contract

Samples: Convertible Secured Promissory Note (Rapidtron Inc)

DEFAULT AND ACCELERATION. Upon Any one or more of the occurrence following events shall constitute an event of default (collectively "Events of Default", each an "Event of Default"): (a) should any sum of principal, interest or other amount evidenced by the Note not be paid on the date when it becomes due and such default continues for a period of more than five (5) days after written notice; or (b) should Mortgagor default under the terms of the Note (other than the terms set forth in (a) above), and such default continues for a period of more than ten (10) days after written notice; or (c) should Mortgagor default under any obligation or covenant of this Mortgage and such default continues for a period of more than ten (10) days after written notice. (a) Mortgagor shall be in default under this Mortgage, and all obligations secured under the Mortgage and due under the Note shall immediately become due and payable without further notice to Mortgagor; (b) upon demand by Mortgagee, Mortgagor shall pay to Mortgagee, in addition to all other payments specifically required under the Note, in monthly installments, at the times and in the amounts required by Mortgagee from time to time, sums which when cumulated will be sufficient to pay one month prior to the time the same become delinquent, all taxes which are or may become a lien affecting the Mortgaged Property and the premiums for any policies of insurance to be obtained and maintained in connection with Mortgagee's loan to Mortgagor (all such payments to be held in a cash collateral account as additional security for the secured obligations); and (c) Mortgagee may, without notice to or demand upon Mortgagor, which are expressly waived by Mortgagor (except for notices or demands otherwise required by applicable laws to the extent not effectively waived by Mortgagor and any notices or demands specified below), and without releasing Mortgagor from any of its obligations, exercise any one or more of the following events remedies as Mortgagee may determine: 1 Mortgagee may, either directly or through an agent or court appointed receiver, and without regard to the adequacy of default: any security for the secured obligations: (ai) Customer fails to pay any amount when due under this Agreement or the Note or under enter, take possession of, manage, operate, protect, preserve and maintain, and exercise any other instrument evidencing rights of an owner of, the Mortgaged Property, and use any indebtedness other properties or facilities of Customer Mortgagor relating to Lenderthe Mortgaged Property, all without payment of rent or other compensation to Mortgagor; (bii) make, cancel, enforce or modify leases, obtain and evict tenants, fix or modify rents and, in its own name or in the name of Mortgagor, otherwise conduct any representation or warranty made under this Agreement or information provided by Customer business of Mortgagor in connection relation tn the Mortgaged Property and deal with this Agreement is or was false or fraudulent Mortgagor's creditors, debtors, tenants, agents and employees and any other persons having any relationship with Mortgagor in relation to the Mortgaged Property, and amend any contracts between them, in any material respect, manner Mortgagee may determine; (ciii) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe either with or perform any without taking possession of the covenants Mortgaged Property, notify obligors on any rights that all payments and other performance are to be made and rendered directly and exclusively to Mortgagee, and in its own name supplement, modify, amend, renew, extend, accelerate, accept partial payments or duties contained in this Agreementperformance on, the Note make allowances and adjustments and issue credits with respect to, give approvals, waivers and consents under, release, settle, compromise, compound, xxx for, collect or otherwise liquidate, enforce or deal with any Security Documentsrights, including collection of amounts past due and unpaid (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or Mortgagor agreeing not to take any such guarantor diesaction after the occurrence of an Event of Default without prior written authorization from Mortgagee); (iv) endorse, ceases in the name of Mortgagor, all checks, drafts and other evidence of payment relating to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s optionMortgaged Property, and upon written verbal notice receive, open and dispose of all mail addressed to Customer, Lender’s obligation Mortgagor and notify the postal authorities to make advances on change the Loans under this Agreement shall terminate and address for delivery of such mail to such address as Mortgagee may designate; and (v) take such other action as Mortgagee deems appropriate to protect the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration security of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)Mortgage.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Peaches Entertainment Corp)

DEFAULT AND ACCELERATION. Upon the (a) The occurrence of any one or more of the following events shall constitute an “Event of default: Default” under this Secured Convertible Note. (ai) Customer fails The failure of Maker to pay any amount part of this indebtedness when due under this Agreement or due (ii) The institution of legal proceedings against the Note or Maker under any other instrument evidencing any indebtedness of Customer to Lenderstate insolvency laws, federal bankruptcy law, or similar debtor relief laws then in effect. (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, In the event of (ca)(i) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (fa)(ii) an event above, then a default may be declared at the option of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable Lender without presentment, demand, protest, protest or further notice of any kind, kind (all of which are hereby expressly waived by CustomerMaker). Lender’s obligation In such event Xxxxxx shall be entitled to make advances on be paid in full the Loans under this Agreement shall automatically terminate balance of any unpaid principal amount hereunder plus all accrued and unpaid interest hereunder and any costs to enforce the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedingsterms hereof, including, without limitation, reasonable attorneys’ fees. Lender may waive any default Event of Default before or after it occurs and may restore this Secured Convertible Note in full effect without waiving impairing the right to declare it due for a subsequent default. (c) No course of dealing between Lender and Maker or any failure or delay on the part of Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of Lender under this or any other subsequent applicable instrument. No single or prior defaultpartial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder. (d) Lender is empowered to set off and apply any moneys at any time held or any other indebtedness at any time due and payable by Xxxxxx to or for the credit of Maker against the Indebtedness of Maker evidenced by this Note. Customer agrees Lender shall promptly notify Maker after any such set-off, provided that the failure to provide notice shall not affect the validity of the set-off. (e) None of the rights, remedies, privileges or powers of Lender expressly provided for herein shall be exclusive, but each of them shall be cumulative with and in addition to every other right, remedy, privilege and power now or hereafter existing in favor of Lender, whether at law or in equity, by statute or otherwise. (f) Maker shall pay all reasonable expenses of any nature, whether incurred in or out of court, and whether incurred before or after this Note shall become due at its maturity date or otherwise (including but not limited to reasonable attorneys' fees and costs) which Lender may deem necessary or proper in connection with the satisfaction of Indebtedness. Lender is authorized to pay Lender’s costs at any time and from time to time any or all of administration such expenses, add the amount of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant such payment to the United States Bankruptcy Code)amount of principal outstanding and charge interest thereon at the rate specified herein.

Appears in 1 contract

Samples: Securities Exchange and Settlement Agreement

DEFAULT AND ACCELERATION. Upon In the occurrence event Minimum Rent and additional rent have not been received by the tenth (10th) day of the month, Tenant’s account may, at the option of Landlord, be transferred to an attorney for collection, and in addition to the costs and charges described above, Tenant shall also be responsible for the payment of all associated legal expenses incurred therefrom, including but not limited to attorney’s fees and court costs. In the event of any one failure to pay any rents, additional rents, or more other charges or sums within five (5) days after written notice of such default; or any failure to perform any other of the following events terms, conditions or covenants of defaultthis Lease to be observed or performed by Tenant for more than ten (10) days after written notice of such other default shall have been given to Tenant; or if Tenant or an agent of Tenant shall falsify or fail to timely submit any report required to be furnished to Landlord pursuant to the terms of this Lease and such failure shall continue beyond ten (10) days after written notice thereof; or should Tenant fail to open for business, fully fixtured, stocked and staffed within 90 days after the commencement date of this lease or suffer this Lease to be taken under any writ of execution or in bankruptcy or receivership; then Landlord, notwithstanding all other rights or remedies it may have by law and in equity, shall have the right: (a) Customer fails to pay any amount when declare all rent and other payments for the entire unexpired term of this Lease at once due and payable and if not paid forthwith upon Landlord’s demand then to resort to legal process for collection of all accelerated payments due under this Agreement Lease; or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) to terminate this Lease and resort to legal process for collection of damages and/or eviction; or (c) to re-enter and attempt to relet without terminating this Lease and remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without Landlord’s being deemed guilty of trespass, or becoming liable for any representation loss or warranty made under this Agreement damage which may be occasioned thereby, except as caused by the gross negligence or information provided by Customer willful misconduct of Landlord, its agents, employees, contractors, invitees or licensees. Landlord shall also be entitled to recover from Tenant all costs, expenses and reasonable attorneys incurred in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in CustomerTenant’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)hereunder.

Appears in 1 contract

Samples: Lease Agreement (Franklin Financial Network Inc.)

DEFAULT AND ACCELERATION. 7.1 Any of the following events will constitute default under this Agreement, namely: (a) if the Borrower fails to make payment of the Indebtedness or any part thereof as and when the same comes due and payable; (b) if any representation or warranty contained herein or otherwise made in writing to the Lender in connection with any of the transactions contemplated by this Agreement is found to be false or misleading or incorrect in any material respect on the date which it was made; (c) if the Borrower defaults in the performance of or compliance with any term, covenant or agreement contained in this Agreement or in any of the Security and the defaults are not remedied within 30 days after written notice thereof has been given to the Borrower; (d) if the Borrower makes a general assignment for the benefit of creditors or a proposal under the Companies’ Creditors Arrangement Act or Bankruptcy Act or is declared bankrupt or admits in writing its inability to pay its debts generally as they become due; (e) if any encumbrancer takes possession of the properties being the subject of the Security or being purchased with the Loan, unless the Borrower in good faith disputes the encumbrancer’s claim and non-payment does not jeopardize the title of the Borrower to any such property or any way impairs any of the Security; and (f) if final judgement for the payment of an amount of money in excess of $5,000 is rendered against the Borrower and is not discharged or provision is made for the discharge in accordance with the terms thereof, or execution thereon is not stayed within 45 days of the entry of the judgement or such longer period during which execution has been stayed upon appeal therefrom or otherwise. 7.2 Upon the occurrence happening of any Event of Default, the Lender at its option may terminate its commitment under Section 3 hereof and may also at its option declare the principal and interest of the Loan and Notes to be immediately due and payable and may take any actions, suit, remedy or proceeding authorized or permitted under any of the Security or at law or at equity. All of the aforesaid without presentment, demand, notice or protest, all of which are expressly waived. No remedy that the Lender has aforesaid will be exclusive of or be dependent on any other remedy, but any one or more of the following events of default: (a) Customer fails said remedies may from time to pay any amount when due under this Agreement time be exercised independently or in combination and in whichever order the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)see fit.

Appears in 1 contract

Samples: Loan Agreement (Quantex Capital Corp)

DEFAULT AND ACCELERATION. Upon the occurrence of any one or more Each of the following events is an "Event of default: Default" under this Note: (a) Customer fails to pay If Borrower defaults in the payment of the principal or interest of any amount when due under this Agreement Loan or if Borrower or any Guarantor defaults in the Note payment of principal or under interest of any other instrument evidencing any indebtedness Lender Indebtedness, within five days of Customer to Lenderthe date when due, whether by acceleration or otherwise. (b) If Borrower fails to perform any of its other obligations under, or to comply with any of the terms, conditions, and covenants that are contained in, this Agreement, any Rate Management Agreement, or any other Loan Document or other agreement, document, or instrument that Borrower has given or in the future gives to Lender to secure any Lender Indebtedness, or if there occurs any other event of default, whether by Borrower, any Guarantor, or any third party (other than Lender and its Affiliates), as defined in any Loan Document or in any other agreement, document, or instrument that has been given or in the future is given to Lender to secure any Lender Indebtedness, and such failure or default continues for a period of 20 days after notice from Lender, except that such notice shall not be required, and Borrower shall have no cure rights, with respect of any default under any Section of this Note or any default that is not capable of being cured. (c) If Borrower defaults in the payment of any Indebtedness that Borrower at any time owes to any other Person or Persons aggregating more than $500,000.00 and the Person or Persons holding such Indebtedness elects to accelerate such Indebtedness before its stated maturity as a result of such default. (d) If any statement, warranty, or representation that Borrower makes in this Note or warranty any statement, warranty, or representation that Borrower has made or in the future makes in any other Loan Document, certificate, report, or other document, instrument, or agreement that is delivered under this Agreement Note or information provided by Customer in connection with this Agreement any Lender Indebtedness is or was false or fraudulent inaccurate in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, respect when made. (e) If any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable Collateral Document for any reason fails to create a valid and perfected first priority security interest or mortgage lien on any Collateral, except as permitted by the terms of such Collateral Document; if any Collateral Document fails to remain in full force and effect; or if any action is taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, including, without limitation, if any guaranty that now or in the future secures payment of all or any such guarantor dies, ceases to exist part of the Lender Indebtedness is terminated or becomes limited for any reason without the subject written consent of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code).

Appears in 1 contract

Samples: Term Loan Agreement (Twinlab Consolidated Holdings, Inc.)

DEFAULT AND ACCELERATION. Upon The principal unpaid balance, plus accrued interest, shall, at the occurrence option of the Bank or any holder of this Note, become due and payable without notice or demand upon the happening of any one or more of the following events Events of default: (a) Customer fails to pay Default defined in the Loan Agreement. In the event that any amount when due under this Agreement Note is reduced to judgment, or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer if Borrower fails to timely observe make any payment provided for in this note when due, after the expiration of all applicable cure periods, or perform if any of the covenants or duties contained in this other Events of Default described above shall occur and such Event of Default is note cured as allowed by the Loan Agreement, the Note Bank, or any Security Documentsholder of this Note, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; thenmay, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on its option declare the Loans under this Agreement shall terminate unpaid balance of principal and the total accrued unpaid balance shall become immediately interest due and payable without presentmentalthough the time of maturity as expressed herein shall not have arrived, demandand, protestregardless whether the Bank so accelerates, the total of the unpaid balance of principal and the then accrued and unpaid interest shall then begin accruing interest at the Effective Interest Rate stated in Section 2(b) above, plus five percent (5%) per annum ("Default Rate"), until such time as the Event of Default in question has been cured. At that time, the interest rate will revert to the Effective Interest Rate. Borrower acknowledges that the effect of this Default Rate provision could operate to compound some of the interest obligations due, and Borrower hereby expressly consents to such compounding should it occur and to the compounding of interest in general (to the full extent allowed by NRS Section 99.050). In addition to the Default Rate, and all other fees due hereunder, for each payment not made within fifteen (15) days of the due date therefor, Borrower will pay Bank a "late fee" equal to five percent (5%) of the payment due. Upon the imposition of the Default Rate, Bank may at its sole i) recalculate the monthly principal and interest payments using the Default Rate and the amortization period set forth above, or further notice of any kindii) require the Borrower pay additional interest accruing under the Default Interest Rate monthly with its regular monthly principal and interest payment, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to iii) require that Borrower pay all costs of collection such default interest rate on or before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)Maturity Date as an additional "balloon" payment.

Appears in 1 contract

Samples: Promissory Note (GK Investment Holdings, LLC)

DEFAULT AND ACCELERATION. Upon 5.01 Any or all of the Liabilities of the Borrower to the Lender shall, at the option of the Lender and notwithstanding any time or credit allowed by any instrument evidencing a Liability, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default: default (each an "Event of Default"): (a) Customer fails Subject to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness right of Customer the Company to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer grant a parity security interest in the Collateral in connection with a Subsequent Financing, as further described in Section 5.2 of the Loan Agreement, the security interest granted to the Lender in the Collateral shall, at any time after the execution and delivery of this Agreement, for any reason, ceases (i) to create a valid and perfected first priority security interest in all or a substantial portion of the Collateral including, without limitation, the occurrence of any event which would cause a lien creditor, as that term is defined in Section 9-102 of the Uniform Commercial Code, to take priority over advances made by Lender; the filing against or relating to the Borrower of a federal tax lien in favor of the United States of America or any political subdivision of the United States of America, or the filing against or relating to the Borrower of a state tax lien in favor of any state of the United States of America or any political subdivision of any such state; (ii) this Agreement is shall cease to be in full force and effect or was false shall be declared null and void, or fraudulent in the validity or enforceability hereof shall be contested by the Borrower; or (iii) any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer guarantor of the Liabilities denies it has any further liability or obligation with respect to such Liabilities or terminates its guaranty or fails to timely observe honor any of its Liabilities under such guaranty. (f) The occurrence of an Event of Default under the Loan Agreement after the expiration of any applicable grace period. 5.02 Upon the occurrence of, and during the continuance of, an Event of Default, the Lender shall have all the rights and remedies of a secured party under the UCC, in addition to all other rights and remedies mentioned in this Agreement. Unless otherwise provided by law, the Lender may require the Borrower to assemble any tangible personal property constituting Collateral and make it available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties. 5.03 The Borrower hereby grants to the Lender a nonexclusive irrevocable license in connection with the Lender's exercise of its rights hereunder, to use, apply and affix any trademark, trade name, logo or perform the like in which the Borrower now or hereafter has rights, which license may be used upon the occurrence of any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty Events of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceedingDefault, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)if applicable.

Appears in 1 contract

Samples: Security Agreement (Image Metrics, Inc.)

DEFAULT AND ACCELERATION. Upon It is understood and agreed by and between the occurrence parties hereto that if the rent above reserved or any part thereof shall be in arrears for a period of ten (10) days after the same becomes due, or if default shall be made in any of the covenants and agreements herein contained to be kept by Lessee other than the payment of rent or other sums to be paid by Lessee under the Lease and Lessee fails to cure the same after ten (10) days written notice by Lessor, Lessor at its option and with or without notice (Lessee's right to notice being expressly waived), may declare Lessee's right of possession ended and enter into said Leased Premises or any part thereof, either with or without process of law, to expel, remove and put out said Lessee or any person or persons occupying the same, using such force as may be necessary in so doing, and to repossess said Leased Premises; it being further agreed that in case the Leased Premises are left vacant, or if Lessee's right to possession is terminated, as aforesaid, then and in addition to all other remedies which Lessor may have, Lessor may, without in any way being obligated to do so, and without terminating the Lease, retake possession of said Leased Premises and rent the same for such terms as Lessor may deem best, making such charges for the account of the Lessee, and Lessee shall satisfy and pay monthly any deficiency including the expense of such reletting charges, repairs, alterations and remodeling as may be necessary to relet said Leased Premises. No such re-entry or taking possession of the Leased Premises by Lessor shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Lessee. It is understood and agreed to between the parties hereto, that if Lessee fails to pay any monthly rental installment or breaches any covenant in this Lease agreement, Lessor or its assigns may also at its option, elect to do the following: (a) If Lessee shall fail to pay any month’s installment of rent for a period of ten (10) days after it becomes due and payable, then all installments of rent for the whole term of this Lease agreement shall at the option of Lessor or its assigns, become due and payable upon demand, without notice. (b) If Lessee shall breach any of the covenants in this Lease agreement, the balance of rental for the entire term of this Lease agreement, at the option of Lessor or its assigns, shall become due and payable upon demand, without notice. No assent, expressed or implied, to any breach of any one or more of the following events of default: (a) Customer fails to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties agreements hereof shall be deemed to be taken to be a waiver of any succeeding or other breach. The various rights, remedies, powers, options and elections of Lessor reserved, expressed, or contained in this AgreementLease are cumulative and no one of them shall be deemed to be exclusive of the others or of such other rights, the Note remedies, powers, options or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement elections as are now or the Note is revoked may hereafter be available to Lessor at law or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)equity.

Appears in 1 contract

Samples: Lease Agreement

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DEFAULT AND ACCELERATION. 8.1 The occurrence of any of the following shall constitute an Event of Default: a. Borrower shall default in the due and punctual payment of any payment required herein or any other sums of money owing from Borrower to the Bank under the Existing Notes or the Mortgage Notes or any renewals or extensions thereof, and such default shall continue for a period of five (5) days from the date on which said payment matured; b. Borrower shall default in the due and punctual retirement by payment of all principal and interest amounts due to Bank upon maturity of each of the Existing Notes and Mortgage Notes; c. Any representation, warranty or certification made by Borrower herein or in any writing furnished in connection with or pursuant to this Loan Agreement shall be false in any material respect on the date as of which made or as of which the same is to be effective; d. Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein or in any other document incorporated or referred to herein, and the Borrower shall not have cured such default within fifteen (15) days following receipt of notice thereof from Bank. e. Borrower shall become insolvent or be unable to pay its debts as they mature or shall make an assignment for the benefit of creditors or shall be adjudicated a bankrupt; or any proceedings shall be commenced by Borrower relating to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt or liquidation law or statute of the federal or any state government, whether now or hereafter in effect; or any such proceeding shall be initiated against Borrower and an order approving the petition is entered or such proceedings shall remain undismissed for a period of sixty (60) days; or Borrower by any action shall indicate its approval of, consent to, or acquiescence in any such proceeding or in the appointment of a trustee or receiver; or any such trustee or receiver shall not be discharged within a period of sixty (60) days after the appointment thereof. 8.2 Upon the occurrence of any one Event of Default, and while the same is continuing, the Bank may then, without demand or more action of any kind by the following events Bank: a. Declare the entire amount of default: (a) Customer fails unpaid principal and all accrued and unpaid interest, fees and charges under the Mortgage Notes and Existing Notes to pay any amount when be automatically and immediately due and payable; and/or b. Declare the Borrower in default under the Existing Mortgages and Mortgages and exercise against the Borrower and the Mortgaged Property, all of its rights and remedies for default provided in this Loan Agreement or the Note or under any and/or other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform applicable law; and/or c. Set off against any of the covenants Borrower's accounts maintained with Bank or duties contained in this Agreementits affiliates, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Noteall amounts then due; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s and/or d. Immediately terminate Bank's obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or any further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought loans pursuant to the United States Bankruptcy Code)Loan Agreement. 8.3 No remedy herein conferred upon the Bank is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No failure or delay on the part of the Bank in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right hereunder preclude other or further exercise thereof or the exercise of any other right or remedy. 8.4 In the event of a conflict in the default or notice of default provisions of this Loan Agreement and any document referred to or incorporated herein, the provisions hereof shall control. In every other case, all remedies shall be deemed cumulative.

Appears in 1 contract

Samples: Loan Agreement (Taylor Investment Corp /Mn/)

DEFAULT AND ACCELERATION. (a) Upon the occurrence and during the continuance of any one Event of Default, and at any time and from time to time thereafter, in addition to any other rights or more remedies available to Lender under this Note, at law, or in equity: (i) Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate. (ii) Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under this Note). (b) If any payment owing from Borrower to Lender under this Note is not received by Lender within ten (10) days following its due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the following events of default: overdue amount as a late charge (athe “Late Charge”). The Late Charge shall be paid to Lender within ten (10) Customer fails days after the date incurred, and any failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder. (c) Xxxxxxxx recognizes that any amount when due failure by Borrower to timely make the payments provided for herein, or any other Event of Default hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges, loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient. Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and remedies available to Lender. (d) No failure or delay on the part of Lender in exercising any right or remedy under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer agreement executed in connection with or securing this Agreement is Note shall operate as a waiver of any such right or was false remedy. No right, power, or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails remedy given to timely observe or perform any Lender by the terms of the covenants or duties contained in this Agreement, the Note or by the terms of any Security Documentsother agreement executed in connection with or securing this Note is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person. No single or partial exercise by Xxxxxx of any power hereunder, or under any other document executed in connection with or securing this Note, shall preclude other or further exercise thereof or the exercising of any other power. (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration For purposes of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code).Note:

Appears in 1 contract

Samples: Cognovit Promissory Note (Hall of Fame Resort & Entertainment Co)

DEFAULT AND ACCELERATION. Upon Any one or more of the occurrence following events shall constitute an event of default (collectively "Events of Default", each an "Event of Default"): (a) should any sum of principal, interest or other amount evidenced by the Note, or any sum due under the Reimbursement Agreement, not be paid on the date when it becomes due and such default continues for a period of more than five (5) days after written notice; or (b) should Mortgagor default under the terms of the Note or the Reimbursement Agreement (other than the terms set forth in (a) above), and such default continues for a period of more than ten (10) days after written notice; or (c) should Mortgagor default under any obligation or covenant of this Mortgage and such default continues for a period of more than ten (10) days after written notice. (a) Mortgagor shall be in default under this Mortgage, and all obligations secured under the Mortgage and due under the Note and/or Reimbursement Agreement shall immediately become due and payable without further notice to Mortgagor; (b) upon demand by Mortgagee, Mortgagor shall pay to Mortgagee, in addition to all other payments specifically required under the Note and the Reimbursement Agreement, in monthly installments, at the times and in the amounts required by Mortgagee from time to time, sums which when cumulated will be sufficient to pay one month prior to the time the same become delinquent, all taxes which are or may become a lien affecting the Mortgaged Property and the premiums for any policies of insurance to be obtained and maintained in connection with Mortgagee's loan to Mortgagor (all such payments to be held in a cash collateral account as additional security for the secured obligations); and (c) Mortgagee may, without notice to or demand upon Mortgagor, which are expressly waived by Mortgagor (except for notices or demands otherwise required by applicable laws to the extent not effectively waived by Mortgagor and any notices or demands specified below), and without releasing Mortgagor from any of its obligations, exercise any one or more of the following events remedies as Mortgagee may determine: 1. Mortgagee may, either directly or through an agent or court appointed receiver, and without regard to the adequacy of default: any security for the secured obligations: (ai) Customer fails enter, take possession of, manage, operate, protect, preserve and maintain, and exercise any other rights of an owner of, the Mortgaged Property, and use any other properties or facilities of Mortgagor relating to pay the Mortgaged Property, all without payment of rent or other compensation to Mortgagor; (ii) make, cancel, enforce or modify leases, obtain and evict tenants, fix or modify rents and, in its own name or in the name of Mortgagor, otherwise conduct any amount when business of Mortgagor in relation to the Mortgaged Property and deal with Mortgagor's creditors, debtors, tenants, agents and employees and any other persons having any relationship with Mortgagor in relation to the Mortgaged Property, and amend any contracts between them, in any manner Mortgagee may determine; (iii) either with or without taking possession of the Mortgaged Property, notify obligors on any rights that all payments and other performance are to be made and rendered directly and exclusively to Mortgagee, and in its own name supplement, modify, amend, renew, extend, accelerate, accept partial payments or performance on, make allowances and adjustments and issue credits with respect to, give approvals, waivers and consents under, release, settle, compromise, compound, xxx for, collect or otherwise liquidate, enforce or deal with any rights, including collection of amounts past due and unpaid (Mortgagor agreeing not to take any such action after the occurrence of an Event of Default without prior written authorization from Mortgagee); (iv) endorse, in the name of Mortgagor, all checks, drafts and other evidence of payment relating to the Mortgaged Property, and receive, open and dispose of all mail addressed to Mortgagor and notify the postal authorities to change the address for delivery of such mail to such address as Mortgagee may designate; and (v) take such other action as Mortgagee deems appropriate to protect the security of this Mortgage. 2. Mortgagee may foreclose this Mortgage either by sale at public outcry or by proceedings in law or equity, and Mortgagee may become the purchaser at any foreclosure sale if the highest bidder, and, in the event of sale at public outcry, Mortgagee may sell or cause to be sold, all and singular, the Mortgaged Property and all the estate, right, title and interest, claim and demand therein, such sales or sales to be made at public outcry at the North door of the courthouse of the county in which the Mortgaged Property is located at such time or times and upon such terms as may be required by law or as Mortgagee may determine, after having first given notice of the time, place, terms of sale, together with the description of the property to be sold, by publication once a week for three consecutive weeks prior to said sale in any newspaper then published in the county in Alabama in which the Real Property is located, and after giving such other notice of the time, place and terms of sale as may be required by law. In the event of a sale hereunder, Mortgagee or owners of the debt and Mortgage, or the auctioneer, shall execute to the purchaser for and in the name of Mortgagor, a good and sufficient deed to the Mortgaged Property. Mortgagee may sell such property either as a whole or in separate parcels and in such order as Mortgagee may direct (Mortgagor waiving any right to direct the order of sale), at public auction to the highest bidder for cash in lawful money of the United States (or cash equivalents acceptable to Mortgagee to the extent permitted by applicable law), payable at the time of sale. Mortgagee may postpone the sale of all or any part of the Mortgaged Property by public announcement at such time and place of sale, and from time to time after any such postponement may postpone such sale by public announcement at the time fixed by the preceding postponement. Mortgagee shall deliver to the purchaser at such sale its deed conveying the property so sold, but without any covenant or warranty, express or implied, and the recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Mortgagee, may purchase at such sale, and any bid by Mortgagee may be, in whole or in part, in the form of cancellation of all or any part of the secured obligations. 3. With respect to any personal property of Mortgagor, Mortgagee shall have in any jurisdiction where enforcement of this Mortgage is sought all remedies of a secured party under this the UCC and may require Mortgagor, on demand, to assemble all such personal property and make it available to Mortgagee at places that Mortgagee may select that are reasonably convenient for both parties, whether at the premises of Mortgagor or elsewhere. 4. Mortgagee may proceed to protect, exercise and enforce any and all other remedies provided under the Note or the Reimbursement Agreement or by applicable laws. All proceeds of collection, sale or other liquidation of the Note Mortgaged Property shall be applied first to all costs, fees, expenses and other amounts (including interest) payable by Mortgagor under Paragraph 16 of this Mortgage and to all other secured obligations not otherwise repaid in such order and manner as Mortgagee may determine, and the remainder, if any, to the person or person legally entitled thereto. Each of the remedies provided in this Mortgage is cumulative and not exclusive of, and shall not prejudice, any other remedy provided in this Mortgage or by applicable laws or under any other instrument evidencing any indebtedness of Customer loan document between the parties. Each remedy may be exercised from time to Lendertime as often as deemed necessary by Mortgagee, (b) any representation or warranty made under this Agreement or information provided by Customer and in connection with this Agreement such order and manner as Mortgagee may determine. This Mortgage is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject independent of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or other security for the Note; then, at Lender’s optionsecured obligations, and upon written verbal notice to Customerthe occurrence of an Event of Default, Lender’s obligation to make advances on Mortgagee may proceed in the Loans under enforcement of this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice Mortgage independently of any kindother remedy that Mortgagee may at any time have with respect to the Mortgaged Property or the secured obligations or any other security. Mortgagor, for itself and for any other person claiming by or through Mortgagor, waives, to the fullest extent permitted by applicable laws, all rights to require a marshalling of which are hereby expressly waived assets by Customer. Lender’s obligation Mortgagee or to make advances on require Mortgagee to first resort to any particular portion of the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy Mortgaged Property or other insolvency proceedings. Lender may waive any default without waiving any other subsequent security (whether such portion shall have been retained or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection conveyed by Mortgagor) before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident resorting to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)other portion, and all rights of redemption, stay and appraisal.

Appears in 1 contract

Samples: Mortgage and Security Agreement (Peaches Entertainment Corp)

DEFAULT AND ACCELERATION. Upon At the occurrence option of Holder and regardless of any one or more of the following events of default: (a) Customer fails to pay any amount when due prior forbearance, all sums remaining unpaid under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall will become immediately due and payable without presentmentupon the occurrence of any of the following events, demandunless cured within the applicable notice period, protestif any: (a) Nonpayment by Maker of any of any principal or interest payment owing by Maker to Holder within Ten (10) days after the date when due and such default is not cured within Fifteen (15) days of receipt by Maker of written notice of such default by Holder of this Promissory Note or Holder’s authorized representative; or (b) Default in the due observance or performance of any covenant, condition or agreement on the part of Maker in this Promissory Note, and such default is not cured within Thirty (30) days of receipt by Maker of written notice of such default by Holder or Holder’s authorized representative; or (c) Maker is adjudicated a bankrupt or insolvent, or further consents to the appointment of a receiver, trustee or liquidator of itself or of any material part of its property, makes a general assignment for the benefit of creditors, or files a voluntary petition seeking reorganization, liquidation or any other arrangement in a proceeding under any applicable bankruptcy or insolvency law (as now or hereafter in effect) (unless such proceeding is dismissed within five (5) days of receipt by Maker of written notice of such default); or (d) A petition against Maker in a proceeding under any kindbankruptcy law (as now or hereinafter in effect) is filed and is not dismissed within Thirty (30) days after such filing, all or, in case the approval of which are hereby expressly waived such petition by Customer. Lender’s obligation to make advances on a court of competent jurisdiction is required, is filed and approved by such a court as properly filed and such approval is not withdrawn or the Loans proceeding dismissed within Thirty (30) days thereafter, or if, under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject provisions of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent similar law providing for reorganization or prior default. Customer agrees winding up of corporations and which may apply to pay Lender’s costs Maker any court of administration competent jurisdiction, custody or control of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense Maker or settlement of any counterclaim brought by Customer material part of its property and such jurisdiction, custody or incident to any action control is not relinquished or proceeding involving Customer brought pursuant to the United States Bankruptcy Code).terminated within Thirty (30) days thereafter; or

Appears in 1 contract

Samples: Investment Agreement (Pacific Biometrics Inc)

DEFAULT AND ACCELERATION. Upon The unpaid balance of this Note shall, at the occurrence option of any one or more of the following events of default: (a) Customer fails to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note XXX or any Security Documentsholder of this Note and immediately upon demand, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, mature and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject that: (i) Borrower fails to make any payment under this Note when due and such failure remains uncured 10 business days after XXX’s delivery to Borrower of bankruptcy or written notice of such failure; (ii) other insolvency proceedings. Lender may waive than payment default (addressed in clause (i), above), there is any default by Borrower of its obligations under this Note or any security agreement, mortgage, deed of trust, or similar agreement or instrument related to this Note (including, without waiving limitation, the material inaccuracy of any representation or warranty made by Borrower in this Note or any such agreement or instrument), or any agreement, document, or instrument evidencing a grant by XXX to Borrower, and such default remains uncured one calendar month after XXX’s delivery to Borrower of written notice of such default; (iii) Borrower is in material breach of any other subsequent agreement with XXX; or prior default(iv) Borrower is in breach of any other agreement regarding any other credit facility with any lender other than XXX or Borrower is in breach of any other agreement regarding indebtedness for borrowed money in excess of $50,000 owed to a creditor other than XXX (in each case a "Nonbankruptcy Default"). Customer agrees to pay Lender’s costs of administration The unpaid balance of this AgreementNote will automatically mature and become immediately payable in the event that Borrower fails to timely notify XXX that it has made a taxable expenditure, as described in Section 6. Customer also agrees The unpaid balance of this Note will automatically mature and become immediately payable in the event that: (i) Borrower institutes or consents to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement the institution of any counterclaim brought by Customer proceeding under any Debtor Relief Law (as defined below); (ii) Borrower makes an assignment for the benefit of creditors; (iii) Borrower applies for or incident to any action or proceeding involving Customer brought pursuant consents to the United States appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer for Borrower or for all or any material portion of Xxxxxxxx's property; (iv) any receiver, trustee, custodian, conservator, liquidator, or similar officer is appointed without Xxxxxxxx's application or consent and such appointment continues undischarged or unstayed for sixty calendar days; or (v) any proceeding under any Debtor Relief Law relating to Borrower or to all or any material portion of Borrower's property is instituted without Borrower's consent and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding (a "Bankruptcy CodeDefault") (any Bankruptcy Default or Nonbankruptcy Default, a "Default"). The receipt by XXX, or by any holder of this Note, of any payment after the occurrence of a Default will not constitute a waiver of such Default or of any rights and remedies of XXX or such holder.

Appears in 1 contract

Samples: Promissory Note

DEFAULT AND ACCELERATION. Upon 10.1 If any default at any time be made of or in any payment of the occurrence Principal Sum or interest hereby secured or mentioned, or intended so to be, or any part thereof, at the times and in the amounts provided, or in payment of any one or more of the following events taxes, rates, levies, charges, rents, assessments, statute labour or other impositions whatsoever, or under the covenant to insure herein given, or as to any other covenant or proviso herein contained, or if the Mortgagor becomes bankrupt or insolvent or makes or demonstrates an intention to make an assignment for the benefit of default: its creditors or makes a proposal or takes advantage of any provision of the Bankruptcy and Insolvency Act or any other legislation for the benefit of insolvent debtors or if the whole or any portion of the Lands become the subject of expropriation proceedings, then and in every such case and in the sole discretion of the Mortgagee: (a) Customer fails to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer to Lenderoutstanding Principal Sum, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s optioninterest, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement all other moneys owing hereunder shall terminate and the total unpaid balance shall forthwith become immediately due and payable without presentmentnotice in like manner and with like consequences and effects to all intents and purposes whatsoever as if the Balance Due Date had fully come and expired, demandand notwithstanding that this Mortgage is declared to be made in pursuance of Part 3 of the Land Transfer Form Act (British Columbia), protestas amended or replaced from time to time, it is expressly understood and agreed by the Mortgagor that the reinstatement provisions of the form of words numbered 15 in Column II of Schedule 6 to the said Land Transfer Form Act shall have no force and effect in respect of this Mortgage or further notice any of the moneys hereby secured, whether for interest, the Principal Sum or upon any other account whatsoever and the provisions relating to a default under this Mortgage by the Mortgagor shall be as set out herein and the Mortgagor shall not be relieved from the consequences of default by payment of the moneys of which default of payment has been made and costs and charges related thereto; (b) the Mortgagee shall have possession of the Lands free and clear from all encumbrances subject only to Permitted Encumbrances; and (c) the Mortgagee may exercise any and all remedies to enforce this Mortgage. 10.2 If the Mortgagor or any other person liable for the performance of any kind, or all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans Mortgagor's obligations under this Agreement Mortgage defaults in the observance or performance of any of the terms of any other security documents given or granted to the Mortgagee as additional or collateral security for the payment of the moneys hereby secured or the performance of the terms of this Mortgage, then such default shall automatically terminate be deemed to be a default under this Mortgage and entitle the total unpaid balance shall automatically become due Mortgagee to exercise any and payable all remedies available to the Mortgagee in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of under this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)Mortgage.

Appears in 1 contract

Samples: Mortgage (Smartsources Com Inc)

DEFAULT AND ACCELERATION. Upon If an Event of Default (as defined in the occurrence Loan Agreement), other than an Event of any one or more Default described in Section 6.1(g) of the following events of default: (a) Customer fails Loan Agreement has occurred and is continuing, Lender may at any time, in addition to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer rights or remedies available to Lenderit pursuant to this Note, (b) any representation the Loan Agreement and the Mortgage Loan Assignment Agreement, or warranty made under this Agreement at law or information provided by Customer in connection with this Agreement is equity, take such action, without notice or was false or fraudulent demand, that Lender deems advisable to protect and enforce its rights against Borrower and in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained Collateral (as defined in this the Loan Agreement), the Note or any Security Documentsincluding, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dieswithout limitation, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal by notice to CustomerBorrower, Lender’s obligation declare the Debt to make advances on the Loans under this Agreement shall terminate be forthwith due and the total unpaid balance payable, whereupon such Debt shall become immediately and be forthwith due and payable payable, without presentment, demand, protest, protest or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on Borrower, and may enforce or avail itself of any or all rights or remedies provided in this Note, the Loans under this Loan Agreement shall automatically terminate and the total unpaid balance Mortgage Assignment Agreement against Borrower and/or the Collateral (including selling the Mortgage Loans); and upon an Event of Default described in Section 6.1(g) of the Loan Agreement, the Debt shall automatically become and be due and payable in payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Borrower. "Debt" means (a) the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration outstanding principal balance of this Note, (b) interest, default interest at the Default Rate, late charges and other sums, as provided in this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement. Customer also agrees , (c) all other monies agreed or provided to pay be paid by Borrower in this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, and (e) all sums advanced and costs and expenses incurred by Lender in connection with the Debt or any part thereof, any renewal, extension, or change of collection before and after judgmentor substitution of the Debt or any part thereof, including reasonable attorneys’ fees (including those or the acquisition or perfection of the security therefor, whether made or incurred in successful defense at the request of Borrower or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)Lender.

Appears in 1 contract

Samples: Loan Agreement (Nb Capital Corp)

DEFAULT AND ACCELERATION. Upon the occurrence of any Any one or more of the following events of default: (shall constitute a default hereunder and under the Notes: a) Customer Borrower fails to pay any amount when due under this Agreement or the Note or under any other instrument evidencing any indebtedness of Customer Notes delivered by Borrower pursuant to Lender, (this Agreement; b) any Any representation or warranty made under this Agreement or information provided by Customer Borrower in connection with this Agreement is or was false or fraudulent in any material respect, (; c) a material Material adverse change occurs in CustomerBorrower’s financial condition, (; d) Customer Borrower fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (; e) any Any guaranty of CustomerBorrower’s obligations obligation under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (reason; f) an Any event of default occurs under any Security Document security agreement; g) A default by Borrower with respect to any terms or provisions of documents evidencing any other indebtedness of Borrower to Bank; h) The Borrower shall admit in writing the Noteinability to pay any of its debts or shall have made a general assignment for the benefit of creditors, or shall have applied for or otherwise have a receiver, trustee, or custodian appointed for any of its property or assets; i) The occurrence of any other event which causes the Bank, in good faith, to deem itself insecure; thenThen, at LenderBank’s option, and upon verbal or written verbal notice to CustomerBorrower, Lendergiven at any time including after receipt from Borrower of a request for a Loan, Bank’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, protest or further notice of any kind, all of which are hereby expressly waived by CustomerBorrower. LenderBank’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance of the Notes shall automatically become due and payable in the event Customer Borrower becomes the subject of bankruptcy or other insolvency proceedings. Lender Bank may waive any default without waiving any other subsequent or prior default. Customer Borrower agrees to pay LenderBank’s costs cost of administration of this Agreement, including reasonable attorneys’ fees. Customer Borrower also agrees to pay all of Bank’s costs of collection collection, before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)fees.

Appears in 1 contract

Samples: Loan Agreement (TomoTherapy Inc)

DEFAULT AND ACCELERATION. Upon Any or all of the Obligations of the Borrower to the Bank shall, at the option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing an Obligation, be immediately due and payable without notice or demand upon the occurrence of any one or more of the following events of default: , which in the case of a default in payment to the Bank has not been cured by Borrower within ten (a10) Customer fails days of its receipt of written notice from Bank and which in the case of any other default has not been cured by Borrower within thirty (30) days of its receipt of written notice from Bank: 5.01 Default in the payment or performance, when due or payable, of any Obligation of the Borrower, or of any endorser, guarantor or surety for any Obligation of the Borrower to the Bank; 5.02 Failure of the Borrower to pay any amount when due any tax unless Borrower has filed an extension or otherwise contested the same in good faith; 5.03 The service upon the Bank of a writ in which the Bank is named as Trustee for Borrower or any guarantor or surety for Borrower. 5.04 An injunction or attachment against property of the Borrower remaining undischarged for a period of thirty (30) days; 5.05 Calling of a meeting of creditors, appointment of a committee of creditors or liquidating agents, or offering a composition or extension to creditors by, for, or of the Borrower, or application by the Borrower for or consent to the appointment of a receiver or trustee of the Borrower; 5.06 The Borrower or any guarantor admitting in writing its inability to pay its debts as they mature; the filing or institution by or against the Borrower or by an endorser, guarantor, or surety for any Liability of the Borrower to the Bank, of a petition in bankruptcy, or of any other proceedings under this Agreement federal or state law relating to bankruptcy, insolvency, the relief of debtors, or the Note readjustment, reorganization, or under any other instrument evidencing extension of any indebtedness of Customer the Borrower. 5.07 Such a change in the condition or affairs (financial or otherwise) of the Borrower or of any endorser, guarantor, or surety for any Obligation of the Borrower to Lenderthe Bank as, (b) in the reasonable opinion of a duly authorized lending officer of the Bank, materially impairs the Bank's security or materially increases its risk, including the liquidation, termination, dissolution or death of any representation Borrower or warranty made under Guarantor; or 5.08 The material breach by the Borrower of any warranty, representation, or agreement contained in this Agreement Agreement, or information provided by Customer any other agreement relative to the loans secured hereby; or if any warranty, representation, agreement, report, certificate, financial statement, or other instrument furnished in connection with this Agreement is or was the borrowings secured hereby shall prove to be false or fraudulent misleading in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer fails to timely observe or perform any of the covenants or duties contained in this Agreement, the Note or any Security Documents, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; then, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code).

Appears in 1 contract

Samples: Security Agreement (First New England Dental Centers Inc)

DEFAULT AND ACCELERATION. Upon the occurrence of any one or more Subject to cure as provided in this Section 11, each of the following events shall be an "Event of default: Default" under this Note: (a) Customer If Borrower fails to pay any amount when due under interest or principal of this Agreement or the Note or under any other instrument evidencing Lender Indebtedness within 10 days of when it shall be or become due and payable (whether at scheduled Maturity or by acceleration). This provision shall not be subject to any indebtedness of Customer cure period, except with respect to Lender, prepayments under Section 4(c). (b) If Borrower or Subsidiary fails to perform any representation other material obligation, covenant, or warranty made agreement to Lender under this Agreement Note or information provided any other Loan Document, or if there occurs a material event of default, whether by Customer Borrower or Subsidiary, under and as defined in connection with any Loan Document (including, without limitation, any Collateral Document) or in any other agreement, document, or instrument that has been given or in the future is given to Lender to evidence or secure any Lender Indebtedness. (c) If any warranty or representation that Borrower or Subsidiary has made or in the future makes to Lender in this Agreement is Note or was any other Loan Document, shall have been false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, respect when made. (d) Customer fails If Borrower or Subsidiary dissolves, becomes insolvent, or makes an assignment for the benefit of creditors. (e) If any Collateral Document shall for any reason fail to timely observe create a valid and perfected first priority security interest or mortgage lien on any Collateral, except as permitted by the terms of such Collateral Document or due to any act or omission by Lender; if any Collateral Document shall fail to remain in full force and effect without the consent of Lender; if Borrower, Subsidiary, or any Affiliate of Borrower or Subsidiary takes any action to discontinue or to assert the invalidity or unenforceability of any Collateral Document; or if any action by any other party successfully discontinues or successfully asserts the invalidity or unenforceability of any such Collateral Document, including, without limitation, if any guaranty that now or in the future secures payment of all or any part of the Lender Indebtedness is terminated or limited for any reason without the written consent of Lender. (f) If any material provision in any other Loan Document shall for any reason cease to be valid, binding, and enforceable in accordance with its terms; if Borrower, Subsidiary, or any Affiliate of Borrower or Subsidiary takes any action to discontinue or to assert the invalidity or unenforceability of other Loan Document; or if any action by any other party successfully discontinues or successfully asserts the invalidity or unenforceability of any such Loan Document. (g) If Borrower defaults in the payment of any Indebtedness that Borrower at any time owes to any third party aggregating more than $5,000 and such default entitles the holder of the Indebtedness to accelerate Indebtedness of Borrower in excess of $50,000. If an Event of Default is capable of being cured, then Borrower may cure the same during the thirty-day period that begins on the date on which Borrower receives notice from Lender, or otherwise has actual knowledge, of the event (the “Cure Period”). An Event of Default will not be deemed to have occurred as a result of an event during the Cure Period for that event or, if the event is cured during the Cure Period, thereafter. Notwithstanding anything else, no notice shall be required, and Borrower shall have no cure rights, with respect to a failure to perform any obligation set forth in Sections 13(c)(1), (n) or (o) of the covenants or duties contained in this Agreement, the Note or any Security Documentsfailure that is not capable of being cured. (1) a voluntary or involuntary case in bankruptcy, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor diesreceivership, ceases to exist or becomes the subject of any bankruptcy or insolvency proceedingis at any time begun by or against Borrower or Subsidiary and, if involuntary, is not dismissed within 60 days, or (f2) an event any levy, writ of default occurs under attachment, garnishment, execution, or similar process is issued against or placed upon any Security Document property of Borrower or the Note; thenSubsidiary (other than with respect to a Permitted Lien) and is not terminated or released within 60 days, at Lender’s optionthen all Indebtedness that this Note evidences and all other Lender Indebtedness and other obligations that Borrower then owes to Lender shall automatically and without notice or demand, and upon written verbal notice to Customerwhich Borrower waives, Lender’s obligation to make advances on the Loans under this Agreement shall terminate and the total unpaid balance shall become immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Customer. Lender’s obligation to make advances on the Loans under this Agreement shall automatically terminate and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Code)payable.

Appears in 1 contract

Samples: Draw Loan Note and Agreement (Xg Sciences Inc)

DEFAULT AND ACCELERATION. Upon The principal unpaid balance, plus accrued interest, shall, at the occurrence option of Lender or any holder of this Note, become due and payable without notice or demand upon the happening of any one or more of the following events Events of default: (a) Customer fails to pay Default defined in the Loan Agreement. In the event that any amount when due under this Agreement Note is reduced to judgment, or the Note or under any other instrument evidencing any indebtedness of Customer to Lender, (b) any representation or warranty made under this Agreement or information provided by Customer in connection with this Agreement is or was false or fraudulent in any material respect, (c) a material adverse change occurs in Customer’s financial condition, (d) Customer if Borrower fails to timely observe make any payment provided for in this Note when due, after the expiration of all applicable cure periods, or perform if any of the covenants or duties contained in this other Events of Default described above shall occur and such Event of Default is not cured as allowed by the Loan Agreement, the Note Lender, or any Security Documentsholder of this Note, (e) any guaranty of Customer’s obligations under this Agreement or the Note is revoked or becomes unenforceable for any reason or any such guarantor dies, ceases to exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f) an event of default occurs under any Security Document or the Note; thenmay, at Lender’s option, and upon written verbal notice to Customer, Lender’s obligation to make advances on its option declare the Loans under this Agreement shall terminate unpaid balance of principal and the total accrued unpaid balance shall become immediately interest due and payable without presentmentalthough the time of maturity as expressed herein shall not have arrived, demandand, protestregardless whether Lender so accelerates, or further notice the total of any kindthe unpaid balance of principal and the then accrued and unpaid interest shall then begin accruing interest at the rate stated in Section 2, all plus five percent (5.00%) per annum (the “Default Rate”), until such time as the Event of which are Default in question has been cured. At that time, the interest rate will revert to that rate provided in Section 2. Borrower acknowledges that the effect of this Default Rate provision could operate to compound some of the interest obligations due, and Borrower hereby expressly waived by Customer. Lender’s obligation consents to make advances on the Loans under this Agreement shall automatically terminate such compounding should it occur and the total unpaid balance shall automatically become due and payable in the event Customer becomes the subject of bankruptcy or other insolvency proceedings. Lender may waive any default without waiving any other subsequent or prior default. Customer agrees to pay Lender’s costs of administration of this Agreement. Customer also agrees to pay all costs of collection before and after judgment, including reasonable attorneys’ fees (including those incurred in successful defense or settlement of any counterclaim brought by Customer or incident to any action or proceeding involving Customer brought pursuant to the United States Bankruptcy Codecompounding of interest in general (to the full extent allowed by Nevada Revised Statutes (“NRS”) Section 99.050). In addition to the Default Rate, and all other fees due hereunder, for each payment not made within ten (10) days of the due date therefor, Borrower will pay Lender a late fee equal to ten percent (10%) of the payment due.

Appears in 1 contract

Samples: Promissory Note (Standard Gold)

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