Default Events. 7.1 A Default Event occurs, if
7.1.1 N-S Digital TV or its successor or transferee and/or the Xxxxxxx or his successor or transferee fails to perform its or his obligations under the Agreements;
7.1.2 any representation or warranty made by the Xxxxxxx in Section 5 hereof is substantially misleading or mistaken, and/or the Xxxxxxx violates any of his representations and warranties made in Section 5 hereof;
7.1.3 the Xxxxxxx violates any of his undertakings in Section 6 hereof;
7.1.4 the Xxxxxxx violates any provisions herein;
7.1.5 except with agreement made under Section 6.1.1 hereof, the Xxxxxxx abandons, or transfers without written approval of the Pledgee, the pledged Equity;
7.1.6 any loan, security, compensation, undertaking or other liability owed or made by the Xxxxxxx to any third party (1) is required to be discharged or performed early as a result of default; or (2) has become due but cannot be discharged or performed in due time and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected;
7.1.7 the Xxxxxxx is unable to discharge his ordinary debts or any other liabilities;
7.1.8 the enactment of any laws or regulations causes invalidity of this Agreement or makes the Xxxxxxx unable to continue the performance of his obligations hereunder;
7.1.9 any ratification, license, approval or authorization by the government that is required for the enforceability or validity or effectiveness of this Agreement is withdrawn, suspended, substantially amended or has lapsed;
7.1.10 any unfavorable change occurs to the Xxxxxxx’x property and, in the opinion of the Pledgee, the ability of the Xxxxxxx to perform his obligations hereunder has been affected by such change; or
7.1.11 in any other cases where, according to the relevant statutory provisions, the Pledgee becomes unable to exercise its Right of Pledge.
7.2 Upon becoming aware of or discovering the occurrence of any Default Event or of any event that may cause the occurrence of any Default Event set forth in Section 7.1, the Xxxxxxx shall immediately inform in writing the Pledgee of such occurrence.
7.3 In the case of any Default Event, unless such Default Event has been settled to the satisfaction of the Pledgee, the Pledgee may, upon the occurrence of the Default Event or at any time after such occurrence, give the Xxxxxxx a written Notice of Default, requiring the Xxxxxxx to pay off immediately all debts and other amounts payable under the Agre...
Default Events. In the event of a default as defined in the applicable SLA by a borrower with respect to any loan entered into pursuant to an SLA, GSAL will, and is hereby authorized by each Lender to, exercise on Lender's behalf, in its discretion and without prior notification to Lender, any and all remedies provided thereunder or available under applicable law. In addition, the following applies:
(a) If a borrower fails in respect of any loan of securities effected pursuant hereto and pursuant to the applicable SLA to return any securities on loan when due thereunder (the “Return Date”), then GSAL shall, at its expense, but subject to Section 12(e) and (g) hereof, deposit replacement securities of the same issue, type, class and series as that of the loaned securities to the Lender’s account with Custodian, as soon as practicable. If GSAL is unable to obtain replacement securities, GSAL shall at its expense, but subject to Sections 12(e) and (g) hereof, pay Lender in U.S. dollars with the Market Value of such securities on loan on the Credit Date (as defined below). To the extent that GSAL deposits replacement securities or make payments pursuant to this Section 12(a), GSAL shall be subrogated to Lender’s rights against borrower as provided in Section 12(g).
(b) If a borrower fails to pay the amount of cash Distributions with respect to securities on loan that Lender would have received had such securities not been on loan, GSAL shall pay Lender the amount of such cash Distributions plus the amount of any overdraft charges charged by the Custodian. For purposes of this section 12, “Distributions” shall mean interest, dividends and other distributions (including, but not limited to, payments made by the depositary in connection with American Depositary Receipts). To the extent that GSAL has made any payments pursuant to this Section 12(b), GSAL shall be subrogated to Lender’s rights against Borrower as provided in Section 12(g). The foregoing shall, subject to Section 12(g), be at GSAL’s expense.
Default Events. (a) Any material breach of the Funding Agreement by the Recipient, including those set out below, will be an event of default (“Default Event”):
1. the Recipient has amounts owing to the IESO in respect of another funding agreement or other program, contract or arrangement with the IESO that have not been paid after due notice;
2. the IESO notifies the Recipient that it is in default of any existing agreements with the IESO, its predecessor entities, or any of their third party funds managers, including funding agreements;
3. the Recipient fails to complete or submit to the IESO any Activities set out in Schedule C by the applicable Target Completion Date; or
4. the Recipient fails to notify the IESO of any of the events set out in Section 6.1.
(b) Should a Default Event occur, the IESO will be entitled to deliver to the Recipient a written notice that the Recipient is in default of the obligations under the Funding Agreement (the “Notice of Default”). The Notice of Default will set out the nature of the Default Event and a reasonable period of time by which the Default Event must be cured.
Default Events. The Principal Debtor shall immediately give notice to the Crown of any Default Event or any circumstance or event which, with the passage of time, the giving of notice or the taking of any other action would, or would be likely to, constitute or give rise to a Default Event.
Default Events. 5.1 The following circumstances shall constitute a Default Event:
5.1.1 failure by the Grant Recipient to comply with its obligations in Condition 3 or Condition 8.5 and/or any information supplied in connection with its obligations in Condition 3 or Condition 8.5, whether in relation to the Contract Monitoring Outputs or otherwise is materially deficient, misleading or inaccurate;
5.1.2 the Grant Recipient is unable to make the representations and give the warranties set out in Schedule 2 (in any case in whole or in part) and there is a resulting Material Adverse Effect in relation to:
(a) the Approved Bid; or
(b) a Named Project;
5.1.3 the Grant Recipient is subject to a Direction or a Report which has or will have a Material Adverse Effect;
5.1.4 a Prohibited Act has been committed by or on behalf of the Grant Recipient (in respect of which the Waiver Condition has not been satisfied);
5.1.5 a breach of the Open Book Obligations;
5.1.6 the GLA determines (acting reasonably) that proper progress against the Grant Recipient's projections in the Approved Bid has not been made by the Grant Recipient in delivering the Approved Bid;
5.1.7 the Grant Recipient ceases operating;
5.1.8 the Grant Recipient's status as a Registered Provider is lost, relinquished or removed;
5.1.9 the Grant Recipient's Investment Partner status is lost or removed;
5.1.10 the Regulator directs or recommends that grant is not to be paid to the Grant Recipient or the GLA understands that such a direction or recommendation is likely to be made;
5.1.11 a breach of Condition 8 or Condition 14 or a breach of the Submitted Standards in respect of a Named Project;
5.1.12 a failure or inability by the Grant Recipient to comply with:
(a) the requirements of Condition 10; or
(b) any obligation to pay or repay any amounts due under this Agreement;
5.1.13 any other breach of the Agreement which has a Material Adverse Effect;
5.1.14 the Grant Recipient (either by its own actions or omissions, or those of its contractors or agents) xxxxx the GLA's or the RSAP's reputation or brings the GLA or the RSAP into disrepute; and
5.1.15 a breach of Condition 2.7 or Condition 2.8 or Condition 4;
5.1.16 termination of a Tenancy Support Service Agreement or material amendment to a Tenancy Support Specification during the Minimum Period of Use with respect to any RSAP Dwelling comprised in the Named Project, save where this is replaced by an Alternative Tenancy Support Service Agreement;
5.1.17 any of the follo...
Default Events. A Party is in default under this Agreement if any of the following occurs (each an “Event of Default”):
(a) a Party becomes insolvent, liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for the relief of debtors or initiates any proceeding seeking protection from its creditors; or
(b) a Party violates any legal requirement relating to the provision or receipt of Service, and the violation is not remedied within thirty (30) days of receipt of written notice of the violation;
(c) except as may otherwise be provided in an Exhibit, a Party fails to perform a material obligation under this Agreement (other than the payment of money), and the failure is not remedied within thirty (30) days of receipt of written notice of the failure. A failure of Service is not a default entitling Customer to terminate the affected Service or this Agreement; or
(d) Customer fails to pay any amounts due hereunder, and the failure is not remedied within ten (10) days of written notice of the failure; provided, however, Syringa Networks shall not be required to provide such notice more than two times in any twelve- month period and such failure to pay when due thereafter shall be deemed an Event of Default without notice.
Default Events. Either party may on written notice to the other party terminate the Agreement, if the other party: (a) has materially breached any of its obligations or breaches a material obligation under the Agreement, where either the breach is not capable of being rectified or has not been rectified within 20 Working Days of the first party giving written notice specifying that it has the right to terminate under this clause if the breach is not rectified; (b) has purported to assign its rights or obligations otherwise than in accordance with clause 17 (Assignment and subcontracting); (c) goes into liquidation or has a receiver, administrator, statutory manager or similar officer appointed in respect of it (other than for the purpose of a solvent amalgamation or reconstruction); (d) is or is deemed to be unable to pay its debts as they become due, or proposes or enters into any arrangement, compromise or composition with its creditors; or (e) is subject to an event of Force Majeure that materially affects its performance of the Agreement and continues for more than 20 Working Days.
Default Events. Upon the occurrence of one or more of the following events:
Default Events. 13.1 Each of the following is an Event of Default under this Agreement:
a) you fail to pay any one or more Instalments in whole or in part and also fail to comply with any subsequent notice by us requiring payment to be made;
b) you fail to pay any one or more Instalments in whole or in part and also fail to meet a subsequent undertaking (written or oral) given by you to us to remedy the default;
c) you default in complying with any of your obligations under clause 11 (Insurance);
d) you purport to assign or in any way deal with the Goods or any of your rights under the Agreement;
e) the Goods are lost or destroyed or we form the opinion that they are so damaged as to make their repair uneconomical;
f) you default in complying with any obligation under the Agreement (except where there is an event described in subclauses 13.1(a) to 13.1(e) above) and the default is not remedied within 14 days of us giving you notice of the default;
g) you are a corporation and action is taken by you or another person on the basis that you are insolvent or unable to pay your debts when they are due, including any application for the appointment of a liquidator, receiver or administrator;
h) you are an individual and you die or become incapable of managing your own affairs by reason of mental illness or other condition, or you become or become liable to be declared bankrupt;
i) you are a partnership and the partnership is dissolved or an application is made to a court for dissolution of the partnership;
j) the holder of any security over any of your assets becomes entitled to exercise any powers arising on default pursuant to that security or otherwise take action to enforce the security;
k) you cease to have the benefit of an ASIC class-order guarantee or similar intercompany guarantee which existed at that the time you entered into this Agreement;
l) an event described in subclauses 13.1(g) to 13.1(k) occurs in relation to any guarantor of any of your obligations under the Agreement;
m) any warranty given or representation made by you in relation to the Agreement is false; and / or n) we have, at our discretion, determined that there has been a change in the credit risk associated with the Agreement from that which we assessed before the Agreement was entered into (including a change of any Controlling Person whether of you or of any guarantor of any of your obligations under the Agreement) and no agreement is made with you as to a change to the terms of the Agreement whic...
Default Events. 13.1. We have the right to terminate or suspend our Agreement with you under term 4.14. If we so terminate or suspend our Agreement with you, and/or if an event specified in term 4.14.3 occurs, such termination, suspension or event shall constitute a Default Event.
13.2. We may choose to close-out all FX Transactions outstanding on the date of a Default Event.
13.3. Specifically, upon a Default Event we may designate by notice (immediate or otherwise) to you a Closing-Out Date. Upon the occurrence of a Closing- Out Date:
13.3.1. neither party shall be obliged to make any further payments or deliveries under each FX Transaction which would, but for this Term, have fallen due for performance on or after the Closing- Out Date and such obligations shall be satisfied by settlement (whether by payment, set off under Paragraph 14 or otherwise) of the Liquidation Amount;
13.3.2. we shall on, or as soon as reasonably practicable after, the Closing-Out Date for each outstanding FX Transaction determine and aggregate each payment owed by you as positive amounts and each delivery owed by us to you as negative amounts to produce a single, net positive or negative amount denominated in sterling, the Liquidation Amount;if the Liquidation Amount is a positive amount payable by you to us you shall pay such amount to us to a bank account notified by us to you in writing. If the Liquidation Amount is a negative amount payable by us to you, subject to Paragraph 14, we shall pay such amount to you to a bank account in your name in the UK or EU as notified to us by you in writing; and
13.3.3. the amount payable by one party to the other party pursuant to this Term shall be paid in sterling by the close of business on the second Business Day following notification of the Liquidation Amount by us to you.
