Default by the Company If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.
REMEDIES IN CASE OF AN EVENT OF DEFAULT If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.
Actions following an Event of Default On, or at any time after, the occurrence and during the continuation of an Event of Default: (a) the Agent may, and if so instructed by the Majority Lenders, the Agent shall: (i) serve on the Borrowers a notice stating that all or part of the Commitments and of the other obligations of each Lender to the Borrowers under this Agreement are cancelled; and/or (ii) serve on the Borrowers a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or (iii) take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or (b) the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a)(i) or (a)(ii), the Security Trustee, the Agent and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law.
Rights Upon Event of Default If an Event of Default shall have occurred and be continuing, the Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent shall promptly, solely at the written direction of the Agent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Collateral Manager, at the Collateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Loans pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Agent shall give the Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).
Notification of Event of Default Borrower shall notify Agent immediately of the occurrence of any Event of Default.
Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly: Section 5(a) (i) (Failure to Pay or Deliver) will apply to Party A and Party B. Section 5(a)(ii) (Breach of Agreement) will not apply to Party A or Party B. Section 5(a)(iii) (Credit Support Default) will not apply to Party A or Party B. Section 5(a)(iv) (Misrepresentation) will not apply to Party A or Party B. Section 5(a)(v) (Default under Specified Transaction) will not apply to Party A or Party B. Section 5(a)(vi) (Cross Default) will not apply to Party A or Party B. Section 5(a)(vii) (Bankruptcy) will apply to Party A and Party B; provided that clause (2) thereof shall not apply to Party B. Section 5(a)(viii) (Merger without Assumption) will apply to Party A and Party B.
Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."
Action if Other Event of Default If any Event of Default (other than any Event of Default described in clauses (b) through (d) of Section 8.1.5 with respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Facility Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare all of the outstanding principal amount of the Loan and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loan and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate.
Termination on Material Default 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.
Events of Default and Termination Events The following Events of Default and Termination Events shall apply to Party A and Party B as set forth below:
