Default Event. 7.1 Any of the following events shall be deemed a Default Event:
(1) The Pledgor breaches or fails to perform any of its Contractual Obligations under the Exclusive Call Option Agreement, the Power of Attorney and/or this Agreement, and Party C breaches or fails to perform any of its Contractual Obligations under the Exclusive Call Option Agreement, the Power of Attorney, the Business Cooperation Agreement and/or this Agreement;
(2) Any representation or warranty made by the Pledgor in Article 5 hereof contains serious misrepresentation or error, and/or the Pledgor breaches any warranty in Article 5 hereof and/or any undertaking in Article 6 hereof;
(3) The Pledgor and Party C breach any content or provision of this Agreement;
(4) Unless expressly agreed in Article 6.1(1), the Pledgor transfers or intends to transfer or abandon the pledged Equity or transfers the pledged Equity without prior written consent of the Pledgee;
(5) The Pledgor’s own loan, warranty, indemnity, undertaking or other liabilities to any third party (i) are required to be repaid or fulfilled in advance due to the Pledgor’s default, or (ii) are due but cannot be repaid or fulfilled on time;
(6) The Pledgor is unable to repay general debts or other debts;
(7) Any approval, license, consent, permission or authorization of any government agency that makes this Agreement enforceable, legal and effective is withdrawn, suspended, invalidated or materially altered;
(8) The enactment of applicable law makes this Agreement illegal or prevents the Pledgor from continuing to perform its obligations hereunder;
(9) Adverse changes in the property owned by the Pledgor cause the Pledgee to believe that the ability of the Pledgor to perform its obligations hereunder has been affected;
(10) Party C or its successors or custodians can only partially perform or refuse to perform the payment obligation under the Business Cooperation Agreement or the Pledgor and/or Party C can only partially settle or refuse to settle the Secured Debt; and
(11) Any other circumstance in which the Pledgee is unable or may not be able to exercise its right to the Pledge.
7.2 The Pledgor and Party C shall immediately and accordingly notify the Pledgee in writing as soon as they become aware of or discover that any of the circumstances described in Article 7.1 or any of the events that may cause such circumstances has occurred.
7.3 Unless the Default Event set forth in Article 7.1 has been satisfactorily resolved by the Pledg...
Default Event. 7.1 Any of the following events will be deemed to be a Default Event:
7.1.1 Party C or any of its successors or assignees fails to fully pay on schedule any amounts payable under the Individual Agreements, or the Pledgors or their successors or assignees fail to perform any of their obligations under the Individual Agreements.
7.1.2 Any representation, warranty or undertaking made by the Pledgors under Section 5 or 6 above is substantially misleading or incorrect, and/or the Pledgors violates any representation, warranty or undertaking made by the Pledgors under Section 5 or 6 above.
7.1.3 The Pledgors or Party C violates any provision of this Agreement.
7.1.4 Except as otherwise agreed in Section 6.1.1 above, the Pledgors transfer or otherwise dispose the pledged Equity without the Pledgee’s written consent.
7.1.5 Any of the Pledgors’ external borrowings, security, compensation, undertaking or other debt or liability shall be repaid or performed in advance or is due but cannot be repaid or performed on schedule, which makes the Pledgee reasonably believe that the Pledgors’ ability to perform any of their obligations is affected, which further affect the Pledgee’s interest.
7.1.6 The Pledgors cannot perform any of their general debt or other debt, which further affects the Pledgee’s interest.
7.1.7 The promulgation of any law results in invalidation of this Agreement or inability of the Pledgors to continuously perform any of their obligations hereunder.
7.1.8 The consent, permit, approval or authorization of any governmental department necessary to legalize, validate or enforce this Agreement is withdrawn, suspended, invalidated or substantially amended.
7.1.9 There occurs any adverse change to any of the assets owned by the Pledgors, which makes the Pledgee believe that the Pledgors’ ability to perform any of their obligations is affected.
7.1.10 Any other event that the Pledgee cannot exercise or otherwise dispose of the Pledge Rights under the applicable laws.
7.2 The Pledgors and/or Party C shall immediately notify the Pledgee in writing any of the events described in Section 7.1 above or the occurrence or potential occurrence thereof the Pledgors and/or Party C becomes aware of or discovers.
7.3 Unless the default events listed in Section 7.1 above have been perfectly settled to the Pledgee’s satisfaction, the Pledgee may, upon the occurrence of such default event or at any time following the occurrence thereof, issue a written default notice to the ...
Default Event. XI. Within the term of this Contract, the occurrence of any following event to the Borrower shall constitute a breach of this Contract:
(1) Without the prior written consent of the Lender, the Borrower misappropriates the loans under this Contract for purposes other than those provided by Section IV of this Contract;
(2) The Borrower fails to repay the principal of loans or the accrued interest in full when due in accordance with this Contract;
(3) The Borrower refuses to accept normal financial or operational supervision from the Lender, or the Borrower or its guarantor provides false financial statements or capital verification report;
(4) The Borrower breaches the relevant laws and regulations;
(5) The legal representative or key management personnel of the Borrower breaches the relevant laws and regulations, which may incur criminal liability or cause material adverse effect on the daily operations of the Borrower;
(6) Any incident set out in Section X of this Contract has occurred to the Borrower, which fails to be eliminated within the time limit required by the Lender.
XII. Upon occurrence of any default event set out in the above Section XI, the Lender shall have the right to take the following measures:
(1) To declare early repayment of all advanced principal of loans under this Contract and require the Borrower to promptly repay loan principal together with accrued interest in full;
(2) To seek other remedies as prescribed by laws and regulations.
Default Event. You are in default under this Agreement ("Event of Default") if: (i) we believe there has been a material or potentially material deterioration of your financial condition; (ii) you become subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, a receiver is appointed for you, or you make an assignment for the benefit of creditors, or admits your inability to pay your debts as they become due; (iii) you cease doing business as a going concern, or there is a change in the identity of any person or entity owning, directly or indirectly, ten or more percent of the business; (iv) you are in breach any of the terms of the Agreement; (v) we reasonably believe fraud may be occurring, including splitting tickets or laundering tickets; (vi) your name or your principals’ names are listed on the MATCH (Membership Alert to Control High Risk Merchants) System or other security or credit alert systems, or you are identified under an Association risk monitoring program; (vii) we determine that your Card transactions or the circumstances surrounding your Card transactions have become irregular or increase our exposure to chargebacks, reputational, or other security risks; (viii) we receive instructions from an Association or Other Network to close your account; (ix) circumstances exist that could cause harm or loss of goodwill to the Associations or Other Networks; (x) you no longer meet the eligibility requirements of an Association or Network; (xi) your volume in a calendar month exceeds 120% of the average annual volume indicated on the Merchant Application; (xii) your non-card present transactions in a calendar month exceed 120% of the MO/TO and internet volume on the Merchant Application; (xiii) you experience returns greater than three percent;
Default Event. You are in default under this Agreement ("Event of Default") if: (i) we believe there has been a material or potentially material deterioration of your financial condition;
Default Event. 7.1 Each of the following events shall be deemed as a Default Event:
7.1.1 the Pledgor breaches any of his obligations under the Transaction Documents and/or this Agreement; or
7.1.2 the Domestic Company breaches any of its obligations under the Transaction Documents and/or this Agreement.
7.2 The Pledgor and the Domestic Company shall immediately notify the Pledgee in writing upon awareness or discovery of the occurrence of any circumstances referred in above Article 7.1 or any event that may lead to any such circumstances.
7.3 Unless a Default Event under Article 7.1 is remedied at the request of the Pledgee within twenty (20) days after the Pledgee’s delivery of a notice to the Pledgor and/or the Domestic Company requesting a remedy thereof, the Pledgee may at any time thereafter send a notice of default to the Pledgor in writing to request the exercise of the Pledge in accordance with Article 8.
Default Event. Borrower shall be in default if borrower fails to observe or perform any covenant or agreement contained in this agreement or other loan documents and such failure shall remain un-remedied for 30 days after the earlier of: 1) any officer of Borrower becomes aware of such failure or 2) Lender notifies borrower of such failure.
Default Event. Borrower shall be in default if borrower fails to pay any principal or interest or fees when due and such failure shall continue un-remedied for a period of 10 days.
Default Event. Merchant shall be in default under this Agreement ("Event of Default") if: (i) Merchant becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, a receiver is appointed for Merchant, or Merchant makes an assignment for the benefit of creditors, or admits its inability to pay its debts as they become due; or (ii) Merchant fails to comply with the Bank Rules, the Operating Regulations, or applicable Law; or
Default Event. If at any time during the period beginning on the six month anniversary of the Closing Date and ending on such date that all Registrable Securities held by Investor may be resold under Rule 144(b)(1)(i) without the requirements of paragraph (c)(1) of Rule 144 applying to such sale or otherwise without restriction or limitation pursuant to Rule 144 (the “Holding Period”), if the Company shall fail for any reason to satisfy the current public information requirements under Rule 144(c) (a “Default Event”) causing Investor to be unable to utilize Rule 144 for resales of Registrable Securities for a period of ten (10) consecutive calendar days (the date on which such 10-day period is exceeded being referred to as an “Event Date”), then the Company shall pay to Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to two percent (2.0%) of the aggregated Purchase Price paid by Investor pursuant to this Agreement (and cash exercise price actually paid by Investor with respect to Warrants) for any Registrable Securities then held by Investor for each thirty (30) calendar day period following the applicable Event Date (prorated for any period of less than thirty calendar days) until the applicable Default Event is cured; provided, that the Company shall not incur liquidated damages under this Section 4.6 if such Default Event occurs after the expiration of the Holding Period; provided, further, that notwithstanding anything to the contrary in this Agreement, the Company shall not incur liquidated damages under this Section 4.6 in excess of eight percent (8%) of the aggregate Purchase Price paid by Investor pursuant to this Agreement for any Shares then held by Investor. Payments of such amounts pursuant to this Section 4.6 shall be made in immediately available funds within five (5) business days after the end of each period that gives rise to such obligation, provided that if any such period extends for more than thirty (30) days payments shall be made at the end of each thirty-day period.
