Common use of Default and Events of Default Clause in Contracts

Default and Events of Default. Each of the following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Seller: (a) Seller defaults in the payment of any Obligations and does not cure the default within five (5) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreement; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any way; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’PURCHASER’S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to Seller, at which time all Obligations shall immediately become due and payable.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Sellerhereunder: (a) Seller defaults in the payment of any Obligations when due and payable and does not cure the default within five three (53) Business Days of the default; (b) Seller fails to perform in any material respect any covenant or agreement, provision or other undertaking under this AgreementAgreement and the same remains uncured ten (10) Business Days following written notice thereof from Purchaser; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any waymaterial respect when made and the same Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. remains uncured ten (10) Business Days following written notice thereof from Purchaser; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; and (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’. PURCHASER’S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. FEES Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations this Agreement shall immediately become due terminate and payableno further purchases of Purchased Receivables shall occur.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Seller: hereunder: (a) receipt by Seller or a third party of a Purchased Account which is not paid to Purchaser within three (3) business days following the date of Seller’s receipt or knowledge of receipt by such third party; (b) Seller defaults in the payment of any Obligations and does not cure the default within five (5) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreementobligations hereunder; (c) breach by Seller in the performance of any provision of this Agreement, (d) any warranty or representation or warranty of the Seller contained in this Agreement herein proves to be materially false in any way, howsoever minor, when made sf-3754873 UNDER THIS AGREEMENT; (dE) Seller or any guarantor of the Obligations becomes subject to any debtorSELLER OR ANY GUARANTOR OF THE OBLIGATIONS BECOMES SUBJECT TO ANY DEBTOR-relief proceedingsRELIEF PROCEEDINGS; (eF) any guarantor fails to perform ANY GUARANTOR FAILS TO PERFOrm or observe any of the guarantor's Obligations ’s obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’. 19.1 SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER’S OBLIGATIONS. PURCHASER’S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. CLAIM. 19.2 Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Seller: hereunder: (a) receipt by Seller or a third party of a Purchased Account which is not paid to Purchaser within three (3) business days following the date of Seller’s receipt or knowledge of receipt by such third party; (b) Seller defaults in the payment of any Obligations and does not cure the default within five (5) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreementobligations; (c) the performance of any provision, or any warranty or representation or warranty of the Seller contained in this Agreement proves to be materially false in any way, howsoever minor, under this Agreement; (d) Seller or any guarantor of the Obligations obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations ’s obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’obligations. 19.1. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER’S OBLIGATIONS. PURCHASER’S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEESCLAIM. 19.2. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Sellerhereunder: (a) Seller defaults in the payment of any Obligations and does not cure the default within five (5) Business Days of the defaultdate when such Obligations are due and payable; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this AgreementAgreement and such failure continues without cure for fifteen (15) or more days following notice thereof from Purchaser to Seller(provided, however, that so long as such failure is reasonably susceptible of cure and Seller is diligently using its best efforts to effect such cure, Seller shall have an additional ten (10) days to cure such failure); (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any waymaterial respect; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedingsproceedings and, in the case of an involuntary proceeding, suffers the entry against it of a judgment, decree, or order for relief or files an answer admitting the material allegations of a petition filed against it in any such proceeding, or any such proceeding commenced against it remains undismissed for a period of sixty (60) days; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; or (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral (other than Permitted Liens) or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S OBLIGATIONS. PURCHASER’S 'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “"DEFAULT” " OR “"PAST DUE” " RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. Upon the occurrence and during the continuance of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Sellerhereunder: (a) Seller defaults in the payment of any Obligations and does not cure the default within five three (53) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreement; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any way; (d) Seller or any guarantor Affiliate of Seller executing a guaranty in favor of Purchaser with respect to the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’Obligations. 21.1. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S OBLIGATIONS. PURCHASER’S 'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “"DEFAULT” " OR “"PAST DUE” " RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. 21.2. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Sellerhereunder: (a) Seller defaults in the payment of any Obligations and does not cure the default within five three (53) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this AgreementAgreement and does not cure the default within fourteen (14) Business Days of the default; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any way; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like not listed on Schedule A, the list of permitted liens, shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five ten (510) days; and (g) Purchaser Seller or any guarantor of the Obligations convey, sell, lease, license, assign or otherwise transfer any of its assets to any Affiliate of Seller or any such guarantor; and (h)Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’Obligations. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S OBLIGATIONS. PURCHASER’S 'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “"DEFAULT” " OR “"PAST DUE” " RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Sellerhereunder: (a) Seller defaults in the payment of any Obligations and does not cure the default within five three (53) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreement; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any way; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and a n d (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’Obligations. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S OBLIGATIONS. PURCHASER’S 'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Sellerhereunder: (a) Seller defaults in the payment of any Obligations and does not cure the default within five three (53) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreement; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any way; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’Obligations. PURCHASER’S 'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “"DEFAULT” " OR “"PAST DUE” " RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. Purchaser shall give Seller written notice of any Event of Default, provided, that the failure of Purchaser to give any such notice shall not be deemed a waiver of such Event of Default or Purchaser’s rights upon the occurrence of such Event of Default. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations shall immediately become due and payablepayable without notice.

Default and Events of Default. Each of the The following events will constitute an Event of Default hereunder only when and if such event is declared an “Event of Default” pursuant to written notice from Purchaser to Seller: hereunder: (a) Seller defaults in the payment of any Obligations when due and does not cure the such default within five three (53) Business Days of the default; provided that to the extent a payment has been received but has not been applied as the Clearance Days have not yet passed, such payment shall not be in default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this AgreementAgreement and does not cure such default within fifteen (15) days of the default; (c) any representation or warranty of the Seller contained in this Agreement proves to be materially false in any wayway unless Seller cures the breach of the representation or warranty within fifteen (15) days of the default; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's ’s Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; provided that if any guaranty ceases to be in full force and effect because guarantor is no longer employed by Seller, and such cessation of the guaranty as a consequence of the guarantor’s no longer being employed by Seller will not constitute an Event of Default hereunder unless, within thirty (30) days thereafter, a replacement guarantor, acceptable to Seller, does not execute a guaranty reasonably acceptable to Seller in respect of the Obligations; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five ten (510) days; and (g) any event or circumstance occurs after the date hereof that causes Purchaser for any reason, in good faith, deems to deem itself insecure with respect to the prospect of repayment or performance of any Obligations and Seller has not, on demand, furnish other collateral or make payment on account, reasonably satisfactory to Purchaser.. ’Obligations. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER’S OBLIGATIONS. PURCHASER’S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement upon delivery of written notice to SellerAgreement, at which time all Obligations shall immediately become due and payablepayable without notice. At option of Purchaser, (i) from and after the occurrence of an Event of Default, and without constituting a waiver of any such Event of Default, and/or (ii) if the Obligations are not paid in full by the Termination Date, the Obligations shall bear interest at the Default Rate.