DEFAULT; EVENTS OF DEFAULT Clause Samples
DEFAULT; EVENTS OF DEFAULT. The occurrence of any one or more of the following events (“Event of Default”) shall constitute a breach of this Lease by Tenant:
(a) Tenant fails to pay any Fixed Rent as and when such Fixed Rent becomes due, and such failure continues for five (5) Business Days after written notice from Landlord, provided that if Landlord provides any such notices twice during any five (5) consecutive year period during the Term, any subsequent failure to pay Fixed Rent within such five (5) consecutive year period on or before the date that is five (5) Business Days after the same is due (without necessity of notice from Landlord) shall constitute an immediate Event of Default; or
(b) Tenant fails to pay any Additional Rent as and when such Additional Rent becomes due and payable and (i) in the event such Additional Rent is due Landlord, such failure continues for more than five (5) Business Days’ after written notice from Landlord, or (ii) in the event such Additional Rent is due a third party, such failure continues for more than thirty (30) calendar days after written notice from Landlord; or
(c) Tenant fails to deliver a Subordination, Non-Disturbance and Attornment Agreement or estoppel certificate within the required time period; or
(d) Tenant shall assign this Lease or sublet the Premises in violation of the terms of paragraph 25 of this Lease; or
(e) Tenant fails to perform or breaches any agreement or covenant of this Lease not separately covered in this paragraph 15 to be performed or observed by Tenant as and when performance or observance is due and such failure or breach continues for more than thirty (30) calendar days after Landlord’s giving written notice thereof to Tenant; provided, however, that if, by the nature of such agreement or covenant, such failure or breach cannot reasonably be cured within such period of thirty (30) calendar days, an Event of Default shall not exist as long as Tenant commences with due diligence and dispatch the curing of such failure or breach within such period of thirty (30) calendar days and, having so commenced, thereafter prosecutes with diligence and dispatch and completes the curing of such failure or breach within a reasonable time not to exceed (i) one (1) year, in the case of a failure or breach under paragraph 26 hereof (or such shorter period required by Legal Requirements to the avoid the imposition of criminal liability), or (ii) one hundred eighty (180) calendar days in the case of any other failure or breach h...
DEFAULT; EVENTS OF DEFAULT. 8.1 Where any of the events of default should occur as listed in clause 8.2 hereof (each, an “Event of Default”), the Lender may, at its sole discretion, declare the entire Principal Amount to be immediately due and payable whereupon the entire Principal Amount together with accrued interest thereon, Default Interest and all other sums due hereunder shall become payable until such Event of Default is cured to the satisfaction of the Lender, without further presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower.
8.2 The occurrence and continuation of any of the following events shall constitute an Event of Default:
8.2.1 any failure of the Borrower to pay when due, whether at stated maturity or by way of acceleration or otherwise, (i) any amount payable under this Agreement or (ii) any other amount payable to the Lender; or
8.2.2 any representation, warranty or covenant made or implied by the Borrower herein proves to be or becomes at any time incorrect or inaccurate or is not complied within any respect; or
8.2.3 the Borrower is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors or if it defaults under the terms of any guarantee and such default, in the opinion of the Lender, causes a material adverse effect in the ability of the Borrower to fulfill all or any of its obligations under this Agreement; or
8.2.4 any indebtedness of the Borrower is not paid when due or within any applicable grace period or becomes due prior to its stated maturity (and, in the case of a guarantee or an indemnity, is called and is not paid on demand); or
8.2.5 any of the Security or any other rights of the Lender hereunder cease to be in full force and effect or if the Borrower assigns or transfers any or all of the assets subject to the Security to any person or entity; or
8.2.6 the Borrower becomes insolvent or initiates proceedings to obtain the benefit of any bankruptcy or other law relating to bankruptcy, liquidation, insolvency, reorganization or relief of debtors, or a moratorium is declared with respect to payment of debts (principal or interest) of the Borrower or a receiver, liquidator, trustee or similar officer is appointed in respect of the Borrower or all or a substantial part of the Borrower’s re...
DEFAULT; EVENTS OF DEFAULT. The outstanding balance of the Notes shall be immediately due, without notice or demand by Holder, in the case of an Event of Default. “Event of Default”, wherever used, means any one of the following events for Issuer (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
DEFAULT; EVENTS OF DEFAULT. No Default or Event of Default shall have occurred and be continuing under the Credit Agreement.
DEFAULT; EVENTS OF DEFAULT. The following occurrences are "events of default":
(1) Lessee defaults in the due and punctual payment of rent, and the default continues for five (5) business days after notice from Lessor;
(a) Lessee vacates or abandons the Premises;
(b) This lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Lessee, or are taken upon or subjected to any attachment by any creditor of Lessee or claimant against Lessee, and the attachment is not discharged within fifteen (15) days after its levy;
(c) Lessee files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or is dissolved, or makes an assignment for the benefit of creditors;
(d) Involuntary proceedings under any bankruptcy laws or insolvency act or for the dissolution of Lessee are instituted against Lessee, or a receiver or trustee is appointed for all or substantially all of Lessee's property, and the proceeding is not dismissed or the receivership or trusteeship is not vacated within sixty (60) days after the institution or appointment;
(e) Lessee fails to take possession of the Premises on the commencement date of the term; or
(f) Lessee breaches any of the other agreements, terms, covenants, or conditions that this Lease requires Lessee to perform, and the breach continues for a period of thirty (30) days after notice by Lessor to Lessee, or such longer period as may be necessary to cure such breach, so long as Lessee continuously and diligently works to cure the breach.
DEFAULT; EVENTS OF DEFAULT. Time is of the essence and either party will be in “Default” under the Contract if it 1) fails to perform any obligation under the Contract and, if the non-performance can be cured, fails to cure the non- performance within 15 business days after notice from the other party specifying the non-performance, 2) admits in writing its inability to pay its debts as they become due, commences a bankruptcy, insolvency, receivership, or similar proceeding, or makes a general assignment for the benefit of creditors, 3) becomes a debtor in a bankruptcy, insolvency, receivership, or similar proceeding commenced by a third party that is not dismissed within 30 days after commencement, or 4) fails to provide adequate assurance of performance under the Contract.
DEFAULT; EVENTS OF DEFAULT. 73 Section 8.02 Acceleration ................................................. 74 Section 8.03
DEFAULT; EVENTS OF DEFAULT. The following shall constitute an “Event of Default” under this agreement:
a. Borrower’s failure to make any monthly installment payment called for herein, after ten (10) days written notice from Lender to Borrower after such installment payment first became due.
b. Borrower’s material breach of any other obligation provided herein
c. The initiation of bankruptcy proceedings by ▇▇▇▇▇▇▇▇.
d. The initiation and sustained prosecution of bankruptcy proceedings by the creditors of ▇▇▇▇▇▇▇▇ if not dismissed within sixty (60) days of initiation.
e. ▇▇▇▇▇▇▇▇’s actual insolvency.
f. A change in the identity of persons holding an ownership interest in Borrower representing more than 50% of the total ownership interest in Borrower, excepting transfers of ownership by and between Borrower’s current beneficial owners.
g. Borrower’s discontinuation of business operations.
h. Borrower’s sale of all or substantially all of Borrower’s assets necessary for continuing operations.
i. The entry of judgment against Borrower in any State or Federal civil action if left unsatisfied and not appealed by Borrower for more than sixty (60) days.
j. If any court of competent jurisdiction holds that some or all of this Note is void or voidable.
k. If it becomes unlawful for Borrower to perform or comply with its obligations hereunder.
l. If all or a substantial part of Borrower’s assets are expropriated by any governmental or other agency.
DEFAULT; EVENTS OF DEFAULT. An Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law):
DEFAULT; EVENTS OF DEFAULT. 36 Section 12.01 TF Defaults and Events of Default 36 Section 12.02 SBF Defaults and Events of Default 37 Section 12.03 Cumulative Remedies 39 ARTICLE XIII INDEMNIFICATION 39 Section 13.01 Indemnification by the Seaboard Entities 39 Section 13.02 Indemnification by TF 40 Section 13.03 Indemnification Procedures 41 Section 13.04 Punitive Damages 42 ARTICLE XIV TERMINATION, AMENDMENT AND WAIVER 42 Section 14.01 Termination 42 Section 14.02 Effect of Termination 42 Section 14.03 Perpetual Term 43 ARTICLE XV MISCELLANEOUS PROVISIONS 43 Section 15.01 Expenses 43 Section 15.02 Notices 43 Section 15.03 Binding Effect; Assignment 45 Section 15.04 Severability 45 Section 15.05 Entire Agreement; Amendment; Waiver 45 Section 15.06 No Third Party Beneficiaries; No Relationship 46 Section 15.07 Governing Law 46 Section 15.08 Survival of Representations and Warranties 46 Section 15.09 Dispute Resolution 46 Section 15.10 Headings 48 Section 15.11 Specific Performance 48 Section 15.12 Counterparts 48 Exhibit A -- Form of Promissory Note Schedule 1.01(a) -- Employee Costs Schedule 1.01(b) -- TF Competitors Schedule 1.01(c) -- SBF Account Schedule 1.01(d) -- SBF Competitors Schedule 3.10(a) -- SBF Marks Schedule 3.10(b) -- Legacy Systems Schedule 3.11 -- SBF Supply Agreements Schedule 4.02 -- TF Members Schedule 4.04 -- TF Governmental Approvals Schedule 4.06 -- TF Insurance Standards Schedule 4.11 -- TF Supply Agreements Schedule 8.01 -- Start-Up Fees Schedule 9.01 -- Minimum Capability Requirements Schedule 9.02(a) -- Start-Up Scheduling Schedule 9.03 -- SBF Services Schedule 9.07(b) -- Third Party Fees Schedule 10.02 -- Hog Quality Standards Schedule 11.14 -- Additional Agreements of the Parties and TF Members Schedule 11.15 -- Additional Agreements of the Parties MARKETING AGREEMENT