Default Provisions. (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF: (i) There is default by Issuer in the performance of any covenant, condition, or agreement contained in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period of thirty (30) days following written notice to Issuer specifying such default; (ii) if Issuer makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator, receiver or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or (iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Encore Medical Corp), Restricted Stock Agreement (Encore Medical Corp)
Default Provisions. (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, ---------------------------------------------- WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer in the performance of any covenant, condition, or agreement contained in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period of thirty (30) days following written notice to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator, receiver or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction.
Appears in 1 contract
Default Provisions. The occurrence and continuance of one or more of the following events shall constitute an event of default (a“Event of Default”) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute of this entire Agreement:
6.1. The nonpayment of the Principal Amount or otherwise specifically provided in this the Maturity Payment under the Note or any accrued interest thereon by CDA within five business days of when the Pledge Agreement)same shall have become due and payable.
6.2. The entry of a decree or order by a court having appropriate jurisdiction adjudging CDA bankrupt or insolvent, ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of CDA under the performance federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of CDA, or any substantial part of its property, or of the Collateral, as defined in Section 8, or ordering the winding up or liquidation of its affairs, and the continuance of any covenant, condition, such decree or agreement contained order unstayed and in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues effect for a period of thirty sixty (3060) days following written notice consecutive days.
6.3. The institution by CDA of proceedings to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditorsbe adjudicated bankrupt or insolvent, or petitions the consent by it to the institution of bankruptcy or applies for insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, receiver assignee or custodian (or similar official) trustee of it the Company, or of any substantial part of its assetsproperty, or if Issuer commences any proceeding or case relating the Collateral, as defined in Section 8, shall become subject to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment jurisdiction of debt, dissolution or liquidation a federal bankruptcy court or similar law state court, or if CDA shall make an assignment for the benefit of its creditors, or if there is a receivership, execution or other material judicial seizure, or if there is an admission in writing by CDA of its inability to pay its debts generally as they become due, or the taking of corporate action by CDA in furtherance of any jurisdictionsuch action.
6.4. Default in the obligation of CDA for borrowed money, or takes any action to authorize any other than this Loan, which shall continue for a period of the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereofany event that results in acceleration of the maturity of any material indebtedness of CDA under any note, consents thereto or acquiesces thereinindenture, contract, or if an order agreement.
6.5. CDA’s failure to comply with any material term, obligation, covenant, or condition contained in this Agreement, within 10 days after the expiration of all cure periods and receipt of written notice from the Investor demanding such compliance.
6.6. Any warranty, covenant, or representation made to the Investor by CDA under this Agreement, proves to have been false in any material respect when made or furnished.
6.7. Any material levy, seizure, attachment, lien, or encumbrance of or on the Collateral or the Stock Collateral (as each term is entered appointing any such liquidator or receiver or custodian (or similar officialhereinafter defined), or adjudicating Issuer bankrupt or insolventother than those evidenced by the Notes, which is not discharged by CDA within 30 days.
6.8. Any sale, transfer, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law disposition of any jurisdictionmaterial interest in the Collateral or the Stock Collateral (as each such term is hereinafter defined), other than in the ordinary course of business consistent with past practice, without the written consent of the Investor.
Appears in 1 contract
Samples: Bridge Loan and Security Agreement (Consumer Direct of America)
Default Provisions. (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or 17.01. Each of the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IFfollowing events shall be an "Event of Default" hereunder:
(i) There is Default by Lessee in paying any installment of Net Rent or Additional Rent or in making any deposit required pursuant to Article 4, which default by Issuer in the performance of any covenantcontinues for five (5) days after notice from Lessor; provided, conditionhowever, or agreement contained in this Note or the Pledge Agreement, including any instrument securing with respect to the payment of this NoteNet Rent only, and Lessee shall be entitled to an additional period of five (5) days after the expiration of the cure period stated herein, if such default continues occurs on any Rent Increase Date.
(ii) If Lessee shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future bankruptcy act or any other present or future applicable federal, state or other statute or law or other law, ordinance, order, rule, regulation or requirement of any governmental authority, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Lessee or of all or any substantial part of its properties or of Lessee's leasehold estate with respect to the Property;
(iii) If within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law or other law, ordinance, order, rule, regulation or requirement of any governmental authority, such proceeding shall not have been stayed or dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of all or any substantial part of its properties or of Lessee's leasehold estate with respect to the Property, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment shall not have been vacated; or
(iv) Default by Lessee in observing or performing one or more of the other terms, conditions, covenants or agreements of this Lease and the continuance of such default for a period of thirty (30) days following after written notice by Lessor specifying such default (unless such default requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such thirty (30) day period, in which case no such Event of Default shall be deemed to exist so long as Lessee shall have commenced curing such default within such thirty (30) day period and shall diligently and continuously prosecute the same to completion.
17.02. If an Event of Default shall occur, Lessor, at any time thereafter, may at its option give written notice to Issuer specifying Lessee stating that this Lease and the term of this Lease shall expire and terminate on the date specified in such default;notice, which date shall be not less than three (3) days from the date of such notice, and upon the expiration of such three (3) days, this Lease and the term of this Lease and all rights of the Lessee under this Lease shall expire and terminate as if that date were the date herein definitely fixed for the expiration of the term of this Lease, and Lessee shall quit and surrender the Property and all other property as required hereunder to Lessor but Lessee shall remain liable as hereinafter provided.
17.03. If any Event of Default shall occur, or if this Lease shall be terminated as provided in Section 17.02 hereof or by summary proceedings or otherwise, then, and in any of such events, Lessor may without notice, re-enter the Property and dispossess Lessee and the legal representative of Lessee or other occupant of the Property by summary proceedings or otherwise, and remove their effects and hold the Property as if this Lease had not been made, and Lessee hereby waives the service of notice of intention to re-enter or to institute legal or other proceedings to that end. The terms "enter," "re-enter," "entry," or "re-entry," as used in this Lease, are not restricted to their technical legal meaning.
17.04. In the event of any termination of this Lease under the provisions of this Article or if Lessor shall re-enter the Property under the provisions herein, or in the event this Lease is otherwise terminated due to Lessee's default hereunder, or in the event of re-entry by or under any summary dispossess or other proceedings or action or any provision of law by reason of defaults hereunder on the part of the Lessee, Lessee shall thereupon pay to the Lessor the Net Rent and Additional Rent payable by Lessee to Lessor up to the time of such termination of this Lease, or of such recovery of possession of the Property by the Lessor, as the case may be, and shall also pay to Lessor damages as hereinafter provided.
17.05. In the event of a breach or a threatened breach by Lessee of any of its obligations under this Lease, Lessor shall also have the right of injunction. The special remedies to which Lessor may resort in this Article are cumulative and not intended to be exclusive of any other remedies or means of redress to which Lessor may lawfully be entitled at any time and Lessor may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.
17.06. Subject to applicable law, if this Lease shall terminate under the provisions of Section 17.02, or if Lessor shall re-enter the Property under the provisions of Section 17.03 or in the event of the termination of this Lease, or re-entry, by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of the Lessee, Lessor shall be entitled to retain all monies, if any, paid by Lessee to Lessor, whether as advance rent, security or otherwise, but such monies shall be credited by Lessor against any Net Rent or Additional Rent due from Lessee at the time of such termination or re-entry or, at Lessor's option, against any damages payable by Lessee under this Article or pursuant to law or equity.
17.07. If this Lease is terminated or if Lessor shall re-enter the Property under the provisions of this Article, or in the event of the termination of this Lease, or of re-entry, by or under any summary dispossess or other proceeding or action or any provision of law by reason of the default hereunder on the part of the Lessee, Lessee shall pay to Lessor as damages, at the election of Lessor, sums equal to the Net Rent and the Additional Rent payable hereunder throughout the stated term of this Lease which would have been payable by Lessee had this Lease not so terminated, or had Lessor not so re-entered the Property, payable upon the due dates therefor specified herein following such termination or such re-entry.
(i) In the event Lessor terminates this Lease under this Article, Lessor shall credit Lessee with the net rents received by Lessor from any re-letting of the Property during what would have been the balance of Lessee's stated lease term, such net rents to be determined by first deducting from the gross rents as and when received by Lessor from such re-letting, the reasonable expenses incurred or paid by Lessor in terminating this Lease or in re-entering the Property and in securing possession thereof (including, without limitation, reasonable attorneys' fees and disbursements and amounts for which Lessee indemnifies Lessor under Section 14.01(v) of this Lease incurred by Lessor in connection with the default by Lessee resulting in such termination), including, without limitation, the cost of altering, repairing and preparing the Property for new tenants, brokers' commissions and other expenses sustained in securing any new tenants or other occupants, attorneys' fees and disbursements and all other expenses properly chargeable against the Property and the rental thereof (including, without limitation, the cost and expense of Lessor in maintaining and operating the Property), and any other liability of Lessee to Lessor, it being understood that any such re-letting may be for a period shorter or longer than the remaining term of this Lease, but in no event shall Lessee be entitled to receive any excess of such net rents over the sums payable by Lessee to Lessor hereunder, or shall Lessee be entitled in any suit for the collection of damages pursuant to this Section to a credit in respect of any net rents from a re-letting, except to the extent that such net rents are actually received by Lessor. No re-entry by Lessor, whether had or taken under summary proceedings or otherwise, shall absolve or discharge Lessee from liability hereunder. Lessor in no way shall be responsible or liable for any failure to re-let the Property or any part thereof, or for any failure to collect any rent due on any such re-letting.
(ii) if Issuer makes an assignment If the Property or any part thereof shall be re-let by Lessor on commercially reasonable terms for the benefit unexpired portion of creditorsthe term of this Lease, or petitions any part thereof, before presentation of proof of such damages to any court, commission or applies tribunal, the amount of rent reserved upon such re-letting shall, prima facie, be the fair and reasonable rental value for the appointment Property, or part thereof, so re-let during the term of a liquidatorthe re-letting.
17.09. Suit or suits for the recovery of damages or deficiencies, receiver or custodian (any installments thereof, may be brought by Lessor from time to time at its election, and nothing contained herein shall be deemed to require Lessor to postpone suit until the date when the term of this Lease would have expired if it had not been so terminated hereunder, or similar official) under any provision of it law, or had Lessor not re-entered the Property. Nothing herein contained shall be construed to limit or preclude recovery by Lessor against Lessee of any substantial sums or damages to which, in addition to the damages particularly provided above, Lessor may lawfully be entitled by reason of any default hereunder on the part of its assetsLessee. Nothing herein contained shall be construed to limit or prejudice the right of Lessor to obtain as damages by reason of the termination of this Lease or re-entry of the Property for the default of Lessee under this Lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater, equal to, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize less than any of the foregoing; orsums referred to in Section 17.07.
(iii) if 17.10. The failure of Lessor to insist upon enforcement of Lessee's obligations of strict performance with the terms of this Lease or payment of Net Rent or Additional Rent, shall not be deemed to be a waiver of those obligations.
17.11. Lessee hereby expressly waives any petition and all rights of redemption granted by or application under any present or future laws in the event of Lessee being evicted or dispossessed for any cause, or in the event of Lessor obtaining possession of the type described Property, by reason of the violation by Lessee of any of the covenants or conditions of this Lease or otherwise.
17.12. Lessee waives the right to trial by jury with respect to any action arising out of this Lease. Lessee further waives its rights to interpose any counterclaim (other than a counterclaim which, if not asserted, would be legally barred) or offset in subparagraph (c) immediately above is filed any summary proceeding instituted by Lessor based upon non-payment of Net Rent or if Additional Rent.
17.13. All Net Rent and Additional Rent payable by Lessee hereunder and each and every installment thereof, and all costs, attorneys' fees, disbursements and other expenses which may be incurred by Lessor in enforcing the provisions of this Lease or on account of any delinquency of Lessee in carrying out the provisions of this Lease, shall be and they hereby are declared to constitute a valid lien upon the Lessee's leasehold with respect to the Property to the extent permitted by law.
17.14. No receipt of moneys by Lessor from Lessee after termination of this Lease, or after the giving of any notice of termination of this Lease, shall reinstate, continue or extend the term of this Lease or affect any notice theretofore given Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Net Rent and Additional Rent payable by Lessee hereunder or thereafter falling due, or operate as a waiver of the right of Lessor to recover possession of the Property, it being agreed that after the service of notice to terminate this Lease or the commencement of suit or summary proceedings, or after final order or judgment for the possession of the Property, or after possession of the Property by re-entry by summary proceedings or otherwise, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Property or, at the election of Lessor, on account of Lessee's liability hereunder.
17.15. No failure of Lessor to exercise any right or remedy consequent upon a default in any covenant, agreement, term or condition of this Lease, and no acceptance of full or partial Net Rent or Additional Rent by Lessor during the continuance of any such proceeding default, shall constitute a waiver of any such default or case described in subparagraph (c) is commenced against Issuer of such covenant, agreement, term or condition. No covenant, agreement, term or condition of this Lease to be performed or complied with by either party, and is not dismissed within sixty (60) days, or if Issuer indicates its approval no default thereof, consents thereto shall be waived, altered or acquiesces thereinmodified except by a written instrument executed by that party. No waiver of any default shall affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or if an order is entered appointing subsequent default thereof.
17.16. Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or otherwise, and the exercise or beginning of the exercise by Lessor of any such liquidator one or receiver more of the rights or custodian (remedies provided for in this Lease or similar official), now or adjudicating Issuer bankrupt hereafter existing at law or insolvent, in equity or approving a petition otherwise shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or otherwise.
17.17. The prevailing party in any litigation or other legal proceeding to enforce the terms of this Lease or otherwise arising out of this Lease shall be entitled to reimbursement from the non-prevailing party of all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, incurred by the prevailing party, and all such proceedingcosts and expenses, or if may be included in and form a decree or order for relief is part of any judgment entered in respect of Issuer in an involuntary case under any action or proceeding against the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdictionnon-prevailing party.
Appears in 1 contract
Samples: Lease Agreement (Tiffany & Co)
Default Provisions. (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAYThe occurrence of one or more of the following events shall constitute an "Event of Default" of this entire Agreement:
9.01 Failure by the Borrower to pay amounts due, WITHOUT NOTICE OR DEMAND (except on or before the Maturity Date as otherwise required specified herein or in any instrument evidencing the Borrowing, which failure has not been cured within 30 days of the Borrower's receipt of written notice thereof.
9.02 The institution by statute the Borrower of bankruptcy proceedings to be adjudicated a bankrupt or otherwise specifically provided in this Note insolvent or the Pledge Agreement)consent by it to the institution of bankruptcy or insolvency proceedings against it or the cessation of the primary business activity of the Company which has not been cured within ten business days.
9.03 The entry of a decree or order by a court having appropriate jurisdiction adjudging the Borrower bankrupt or insolvent, ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer in or approving as properly filed a petition seeking reorganization or liquidation of the performance Borrower under the Federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee over any substantial portion of the Borrower's property, or ordering the winding up or liquidation of the Borrower's affairs, and the continuance of any covenant, condition, such decree or agreement contained order unstayed and in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues effect for a period of thirty sixty (3060) days following written notice consecutive days.
9.04 The institution by the Borrower of proceedings to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditorsbe adjudicated a bankrupt or insolvent, or petitions the consent by it to the institution of bankruptcy or applies for insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, receiver assignee or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any trustee of the foregoing; orBorrower.
(iii) if any petition or application 9.05 Any default in the obligation of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within Borrower for borrowed money, other than this Agreement, which shall continue for a period of sixty (60) days, or if Issuer indicates its approval thereofany event that results in acceleration of the maturity of any indebtedness of the Borrower under any note, consents thereto or acquiesces thereinindenture, contract, or if an order agreement.
9.06 Any representation or statement made or furnished to the Lender by the Borrower or on the Borrower's behalf is entered appointing any such liquidator false or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition misleading in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdictionmaterial respect.
Appears in 1 contract
Default Provisions. (a) Events Of Default And Acceleration Of MaturityIf, during the term of this Lease, TENANT shall: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer apply for or consent in writing to, the performance appointment of any covenanta receiver, condition, trustee or agreement contained in this Note liquidator of TENANT or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period all or substantially all of thirty (30) days following written notice to Issuer specifying such default;
its assets or (ii) if Issuer makes an seek relief under the Bankruptcy Act, or admit in writing its inability to pay its debts as they become due, or (iii) make a general assignment for the benefit of this creditors, or petitions (iv) file a petition case or applies for an answer seeking relief (other than a reorganization not involving the appointment liabilities of TENANT) or arrangement with creditors, or take advantage of any insolvency law, or (v) file an answer admitting the material allegations of a liquidator, receiver or custodian (or similar official) of case filed against it or of in any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganizationreorganization or insolvency proceeding or, arrangementif an order, insolvency, readjustment judgment or decree shall be entered by any court of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of competent jurisdiction on the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed TENANT or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or creditor adjudicating Issuer TENANT a bankrupt or insolvent, or approving a petition seeking reorganization of TENANT (other than a reorganization not involving the liabilities of TENANT) or appointment of a receiver, trustee or liquidator of TENANT, or of all or substantially all its assets, and such order, judgment or decree, shall continue stayed and in effect for any period of sixty (60) consecutive days, the term of this Lease and all right, title and interest of TENANT hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT will then, quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided. If, during the term of this Lease: (i) TENANT shall default in fulfilling any of the covenants of this Lease (other than the covenants for the payment of rent or additional rent), or of any other standing contract with LANDLORD or (ii) if, during the term of this Lease TENANT shall abandon, vacate, or remove from the Premises the major portion of the goods, wares, equipment, or furnishings usually kept on said premises, or (iii) this Lease, without the prior consent of LANDLORD, shall be encumbered, assigned or transferred in any manner in whole or in part or shall, by operation of law, pass to or devolve upon any third party, except as herein provided, or (iv) if TENANT is in violation of laws, rules and regulations regarding minimum wages of its employees, or of any other law, rules and regulations applicable to his operations, but which have not been specifically mentioned in this Lease, LANDLORD may give to TENANT notice of any such proceedingdefault or the happening of any event referred to above and if at the expiration of thirty (30) days after the service of such a notice the default or event upon which said notice was based shall continue to exist, or in the case of a default which cannot with due diligence be cured within a period of thirty (30) days, if TENANT fails to proceed promptly after the service of such notice and with all due diligence to cure the same and thereafter to prosecute the curing of such default with all due diligence (it being intended that in connection with a default not susceptible of being cured with due diligence within thirty (30) days that the time of TENANT within which to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence), LANDLORD may give to TENANT a notice of expiration of the term of this Lease as of the date of the service of such second notice, and upon the giving of said notice of expiration the term of this Lease and all right, title and interest of TENANT hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT or any party holding under it will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided. If, (i) TENANT shall default in the payment of the rent, the additional rent, or of any other payment as required under this Lease and such default shall continue for ten (10) working days after notice thereof by LANDLORD, or (ii) if the default of the payment of the rent, continues for thirty (30) days from the date any such payment became due and payable (AUTOMATIC DEFAULT TERMINATION), or (iii) if this Lease shall terminate as in Paragraph one and two of this Article provided, this Lease shall terminate and TENANT will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided, LANDLORD or LANDLORD’s agents and servants may immediately or at any time thereafter re-enter the Premises and remove all persons and all or any property therefrom, whether by summary dispossess proceedings or by any suitable action or proceeding at law, or with the license and permission of TENANT, which shall under this Contract be deemed given upon expiration of the strict thirty (30) days notice period of subdivision of paragraph Two of this Article, without LANDLORD being liable to indictment, prosecution or damages therefor and repossess and enjoy the Premises with all additions, alterations and improvements. If TENANT shall fail to take possession of the Premises within ten (10) days after the commencement of the term of this Lease, or if a decree TENANT shall vacate and abandon the Premises, LANDLORD shall have the right, at LANDLORD’S option, to terminate this Lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, by giving TENANT five (5) days notice in writing of such intention, and upon the expiration of the time fixed in such latter notice, if such default be not cured prior thereto, this lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, shall wholly cease and expire in the same manner and with the same force and effect (except as to TENANT’S liability) as if the date fixed by such latter notice were the expiration of the term herein originally granted; and TENANT shall immediately quit and surrender to LANDLORD the Premises and each and every part thereof and LANDLORD may enter into or order for relief is entered repossess the Premises, either by force, summary proceedings or otherwise. The right granted to LANDLORD in respect of Issuer in an involuntary case under the Bankruptcy Code this Article or any other bankruptcyArticle of this Lease to terminate this Lease, reorganizationshall apply to any extension or renewal of the term hereby granted, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law and the exercise of any jurisdictionsuch right by LANDLORD during the term hereby granted, shall terminate any extension or renewal of the term hereby granted and any right on the part of TENANT thereto. Upon the termination of this Lease by reason of any of the foregoing events, or in the event of the termination of this Lease by summary dispossess proceedings or under any provisions of law, now or at any time hereafter, in force by reason of, or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, or upon LANDLORD recovering possession of the Premises in the manner or in any of the circumstances hereinbefore mentioned, or in any other manner or circumstances whatsoever, whether with or without legal proceedings, by reason of, or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, LANDLORD, at its option, but without assuming any obligation to do so in any case, may at any time, and from time to time, relet the Premises or any part or parts thereof for the account of TENANT or otherwise on such terms as LANDLORD may elect, including the granting of concessions, and receive and collect the rents therefor, applying the same at a rental not higher than the one stipulated in this Contract, first to the payment of such reasonable expenses as LANDLORD may have incurred in recovering possession of the Premises, including reasonable legal expenses, and for putting the same into good order or condition or preparing or altering the same for re-rental, and expenses, commissions and charges paid, assumed, or incurred by LANDLORD in and about the reletting of the Premises or any portion thereof and then to the fulfillment of the covenants of TENANT hereunder. Any such reletting herein provided for, may be for the remainder of the term of this Lease or for a longer or shorter period or at a higher or lower rental. In any such case, whether or not, the Premises or any part thereof be relet, TENANT shall pay to LANDLORD the rent required to be paid by TENANT up to the time of such termination of this Lease, and/or the full rent provided for in the agreement for any holdover of such period after termination and up to the surrender or recovery of possession of the Premises by LANDLORD, as the case may be, and thereafter TENANT covenants and agrees, to pay to LANDLORD until the end of the term of this Lease as originally demised the equivalent of any deficiency amount of all the rent reserved herein, less the net avails of reletting, if any, as specified hereinabove in this Article and the same shall be due and payable by TENANT to LANDLORD as provided herein, that is to say, TENANT shall pay to LANDLORD the amount of any deficiency then existing.
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Default Provisions. (a) Events Of Default And Acceleration Of MaturityIf, during the term of this Lease, TENANT shall: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer apply for or consent in writing to, the performance appointment of any covenanta receiver, condition, trustee or agreement contained in this Note liquidator of TENANT or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period all or substantially all of thirty (30) days following written notice to Issuer specifying such default;
its assets or (ii) if Issuer makes an seek relief under the Bankruptcy Act, or admit in writing its inability to pay its debts as they become due, or (iii) make a general assignment for the benefit of this creditors, or petitions (iv) file a petition case or applies for an answer seeking relief (other than a reorganization not involving the appointment liabilities of TENANT) or arrangement with creditors, or take advantage of any insolvency law, or (v) file an answer admitting the material allegations of a liquidator, receiver or custodian (or similar official) of case filed against it or of in any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganizationreorganization or insolvency proceeding or, arrangementif an order, insolvency, readjustment judgment or decree shall be entered by any court of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of competent jurisdiction on the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed TENANT or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or creditor adjudicating Issuer TENANT a bankrupt or insolvent, or approving a petition seeking reorganization of TENANT (other than a reorganization not involving the liabilities of TENANT) or appointment of a receiver, trustee or liquidator of TENANT, or of all or substantially all its assets, and such order, judgment or decree, shall continue stayed and in effect for any period of sixty (60) consecutive days, the term of this Lease and all right, title and interest of TENANT hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT will then, quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided.
(i) TENANT shall default in fulfilling any of the covenants of this Lease (other than the covenants for the payment of rent or additional rent), or of any other standing contract with LANDLORD or (ii) if, during the term of this Lease TENANT shall abandon, vacate, or remove from the Premises the major portion of the goods, wares, equipment, or furnishings usually kept on said premises, of (iii) this Lease, without the prior consent of LANDLORD, shall be encumbered, assigned or transferred in any manner in whole or in part or shall, by operation of law, pass to or devolve upon any third party, except as herein provided, or (iv) if TENANT is in violation of laws, rules and regulations regarding minimum wages of its employees, or of any other law, rules and regulations applicable to his operations, but which have not been specifically mentioned in this Lease, LANDLORD may give to TENANT notice of any such proceedingdefault or the happening of any event referred to above and if at the expiration of thirty (30) days after the service of such a notice the default or event upon which said notice was based shall continue to exist, or in the case of a default which cannot with due diligence be cured within a period of thirty (30) days, if TENANT fails to proceed promptly after the service of such notice and with all due diligence to cure the same and thereafter to prosecute the curing of such default with all due diligence (it being intended that in connection with a default not susceptible of being cured with due diligence within thirty (30) days that the time of TENANT within which to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence), LANDLORD may give to TENANT a notice of expiration of the term of this Lease as of the date of the service of such second notice, and upon the giving of said notice of expiration the term of this Lease and all right, title and interest of TENANT hereunder shall expire as full and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT or any party holding under his will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided. If, (i) TENANT shall default in the payment of the rent, the additional rent, or of any other payment as required under this Lease and such default shall continue for ten (10) working days after notice thereof by LANDLORD, of (ii) if the default of the payment of the rent, continues for thirty (30) days from the date any such payment became due and payable (AUTOMATIC DEFAULT TERMINATION), or (iii) if this Lease shall terminate as in Paragraph one and two of this Article provided, this Lease shall terminate and TENANT will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided, LANDLORD or LANDLORD's agents and servants may immediately or at any time thereafter re-enter the Premises and remove all persons and all or any property therefrom, whether by summary dispossess proceedings or by any suitable action or proceeding at law, or with the license and permission of TENANT, which shall under this Contract be deemed given upon expiration of the strict thirty (30) days notice period of subdivision of paragraph Two of this Article, without LANDLORD being liable to indictment, prosecution or damages therefor and repossess and enjoy the Premises with all additions, alterations and improvements. If TENANT shall fail to take possession of the Premises within ten (10) days after the commencement of the term of this Lease, or if a decree TENANT shall vacate and abandon the Premises, LANDLORD shall have the right, at LANDLORD's option, to terminate this Lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, by giving TENANT five (5) days notice in writing of such intention, and upon the expiration of the time fixed in such latter notice, if such default be not cured prior thereto, this Lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, shall wholly cease and expire in the same manner and with the same force and effect (except as to TENANT's liability) as if the date fixed by such latter notice were the expiration of the term herein originally granted; and TENANT shall immediately quit and surrender to LANDLORD the Premises and each and every part thereof and LANDLORD may enter into or order for relief is entered repossess the Premises, either by force, summary proceedings or otherwise. The right granted to LANDLORD in respect of Issuer in an involuntary case under the Bankruptcy Code this Article or any other bankruptcyArticle of this Lease to terminate this Lease, reorganizationshall apply to any extension or renewal of the term hereby granted, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law and the exercise of any jurisdictionsuch right by LANDLORD during the term hereby granted, shall terminate any extension or renewal of the term hereby granted and any right on the part of TENANT thereto. Upon the termination of this Lease by reason of any of the foregoing events, or in the event of the termination of this Lease by summary dispossess proceedings or under any provisions of law, now or at any time hereafter, in force by reason of, or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, or upon LANDLORD recovering possession of the Premises in the manner or in any of the circumstances hereinbefore mentioned, or in any other manner or circumstances whatsoever, whether with or without legal proceedings, by reason of, or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, LANDLORD, at its option, but without assuming any obligation to do so in any case, may at any time, and from time to time, relet the Premises or any part or parts thereof for the account of TENANT or otherwise on such terms as LANDLORD may elect, including the granting of concessions, and receive and collect the rents therefor, applying the same at a rental not higher than the one stipulated in this Contract, first to the payment of such reasonable expenses as LANDLORD may have incurred in recovering possession of the Premises, including reasonable legal expenses, and for putting the same into good order or condition or preparing or altering the same for re-rental, and expenses, commissions and charges paid, assumed, or incurred by LANDLORD in and about the reletting of the Premises or any portion thereof and then to the fulfillment of the covenants of TENANT hereunder. Any such reletting herein provided for, may be for the remainder of the term of this Lease or for a longer or shorter period or at a higher or lower rental. In any such case, whether or not the Premises or any part thereof be relet, TENANT shall pay to LANDLORD the rent required to be paid by TENANT up to the time of such termination of this Lease, and/or the full rent provided for in the agreement for any holdover of such period after termination and up to the surrender or recovery of possession of the Premises by LANDLORD, as the case may be, and thereafter TENANT covenants and agrees, to pay to LANDLORD until the end of the term of this Lease as originally demised the equivalent of any deficiency amount of all the rent reserved herein, less the net avails of reletting, if any, as specified hereinabove, in this Article and the same shall be due and payable by TENANT to LANDLORD as provided herein, that is to say, TENANT shall pay to LANDLORD the amount of any deficiency then existing.
Appears in 1 contract
Samples: Lease Contract (Tii Industries Inc)
Default Provisions. (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAYThe occurrence of one or more of the following events shall constitute an "Event of Default" of this entire Agreement:
9.01 Failure by the Borrower to pay amounts due, WITHOUT NOTICE OR DEMAND (except on or before the Maturity Date as otherwise required specified herein or in any instrument evidencing the Borrowing, which failure has not been cured within 30 days of the Borrower's receipt of written notice thereof.
9.02 The institution by statute the Borrower of bankruptcy proceedings to be adjudicated a bankrupt or otherwise specifically provided in this Note insolvent or the Pledge Agreement)consent by it to the institution of bankruptcy or insolvency proceedings against it or the cessation of the primary business activity of the Company which has not been cured within ten business days.
9.03 The entry of a decree or order by a court having appropriate jurisdiction adjudging the Borrower bankrupt or insolvent, ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer in or approving as properly filed a petition seeking reorganization or liquidation of the performance Borrower under the Federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee over any substantial portion of the Borrower's property, or ordering the winding up or liquidation of the Borrower's affairs, and the continuance of any covenant, condition, such decree or agreement contained order unstayed and in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues effect for a period of thirty sixty (3060) days following written notice consecutive days.
9.04 The institution by the Borrower of proceedings to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditorsbe adjudicated a bankrupt or insolvent, or petitions the consent by it to the institution of bankruptcy or applies for insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, receiver assignee or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any trustee of the foregoing; orBorrower.
(iii) if any petition or application 9.05 Any default in the obligation of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within Borrower for borrowed money, other than this Agreement, which shall continue for a period of sixty (60) days, or if Issuer indicates its approval thereofany event that results in acceleration of the maturity of any indebtedness of the Borrower under any note, consents thereto or acquiesces thereinindenture, contract, or if an order agreement.
9.06 Any representation or statement made or furnished to the Lenders by the Borrower or on the Borrower's behalf is entered appointing any such liquidator false or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition misleading in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdictionmaterial respect.
Appears in 1 contract
Default Provisions. (The Parties agree that a Default shall occur under this Agreement with the happening of any one or more of the following:
a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise Failure of the Mortgage Company to repurchase any Loan required to be repurchased under the terms of this Agreement.
b) Non-payment by statute the Mortgage Company of any payment required to be made under this Agreement or otherwise specifically provided under any obligations referred to in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer in the performance of any covenant, condition, or agreement contained in under any instrument executed pursuant hereto, or under any obligation which existed prior to the execution of this Note or Agreement but is required to be paid pursuant to the Pledge terms of this Agreement, including when the same shall be due, whether by acceleration or otherwise.
c) Mortgage Company or any instrument securing the payment Guarantor of Mortgage Company's obligations under this Note, and such default continues for a period of thirty (30) days following written notice Agreement becomes insolvent or unable to Issuer specifying such default;
(ii) if Issuer pay debts as they mature or makes an assignment for the benefit of creditorscreditors or any proceeding is instituted by or against the Mortgage Company or Guarantor alleging that the Mortgage Company or such Guarantor is insolvent or unable to pay debts as they mature.
d) Entry of default against the Mortgage Company not discharged within 30 days thereof.
e) When Horizon Bank, in good faith, deems itself insecure with respect to any obligations or indebtedness of the Mortgage Company to Horizon Bank.
f) Failure of the Mortgage Company to comply with any affirmative covenant, representation or warranty agreed to be kept and performed by the Mortgage Company under the terms of this Agreement, or petitions under the terms of any of the documents executed by the Mortgage Company in connection with the loan transactions contemplated by this Agreement.
g) Any material adverse change occurring in either the financial condition, operation, properties, business or applies management structure of the Mortgage Company or any Guarantor, or the happening of any event affecting either the Mortgage Company or any Guarantor, which, in the opinion of Horizon Bank, has or will materially impair the ability of the Mortgage Company or any Guarantor to comply with all the terms and conditions of the documents evidencing this transaction, including repurchase of the Loans in accordance with the terms of this Agreement.
h) Death of any of any person who is a Guarantor of Mortgage Company's obligations under this Agreement.
i) Any act defined as an event of default either elsewhere in this Agreement or in any of the loan documents executed in connection herewith.
j) Any statement, representation or warranty at any time furnished Horizon Bank is untrue in any material respect as of the date made. Whenever there is a default under this Agreement, at Horizon Bank's election, Mortgage Company shall immediately repurchase any and all Loans purchased by Horizon Bank from Mortgage Company for the appointment amount specified in Paragraph 3 (Terms of a liquidator, receiver or custodian (or similar officialRepurchase) of it this Agreement, and Mortgage Company shall further pay to Horizon Bank all other indebtedness and obligations of Mortgage Company to Horizon Bank (however acquired or evidenced) and without relief from valuation and appraisement laws, (all of which are expressly waived by Mortgage Company). Failure at any substantial part time to exercise any of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code aforesaid options or any other bankruptcyrights of Horizon Bank hereunder shall not constitute a waiver thereof, reorganization, arrangement, insolvency, readjustment nor shall it be a bar to exercise of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or
(iii) if any petition aforesaid options or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving rights at a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdictionlater date.
Appears in 1 contract
Samples: Mortgage Loan Repurchase Agreement (Northeast Mortgage Corp)
Default Provisions. 11.1 For the purposes of this Section 11, all sums not denominated in dollars shall be converted into dollars at the rate that LSC shall determine in its commercially reasonable discretion.
11.2 At any time on or after the occurrence of an Event of Default, LSC may, without further notice to the Proprietary Trader, terminate, close, liquidate, and accelerate any and all Contracts and exercise any right under any security relating to any Contract and any right to net or set off payments which may arise under any Contract or other agreement or under Applicable Law, cancel any outstanding orders for the purchase or sale or borrowing or lending of any securities or other property, or sell any or all of the Collateral (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute either individually or otherwise specifically provided in this Note or the Pledge Agreementjointly with others), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:or buy-in any securities, commodities, or other property of which the Account may be short, after which the Proprietary Trader shall remain liable for any remaining deficiency,
11.3 At any time or after the occurrence of an Event of Default, LSC shall have all of the rights and remedies available to a secured party under the NYUCC with respect to the Collateral. In addition, at any time on or after the occurrence of an Event of Default, LSC shall have the right, at any time on or after the occurrence of an Event of Default, (i) There is default by Issuer in to net, set off, and/or recoup any and all of the performance obligations of LSC to the Proprietary Trader (whether matured or unmatured, fixed or contingent, liquidated or unliquidated) against any covenant, condition, or agreement contained in this Note or and all Obligations of the Pledge Agreement, including any instrument securing the payment of this NoteProprietary Trader then due to LSC, and such default continues for a period of thirty (30) days following written notice to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditorsto foreclose on, liquidate, sell, or petitions or applies for collect on any Collateral and apply to proceeds thereof to satisfy any and all Obligations of the appointment Proprietary Trader to LSC. The Proprietary Trader hereby agrees that the fulfillment of a liquidatorthe obligations of LSC to the Proprietary Trader under any Contract is contingent upon there being no breach, receiver or custodian (or similar official) of it or of any substantial part of its assetsrepudiation, misrepresentation, or if Issuer commences any proceeding or case relating to it under default (however characterized) by the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer Proprietary Trader which has occurred and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing continuing under any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdictionContract.
Appears in 1 contract
Default Provisions. (a) Events Of Default And Acceleration Of Maturity: ---------------------------------------------- PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer in the performance of any covenant, condition, or agreement contained in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period of thirty (30) days following written notice to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator, receiver or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction.
Appears in 1 contract
Default Provisions. (a) Events Of Default And Acceleration Of MaturityIf, during the term of this Lease, TENANT shall: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer apply for or consent in writing to, the performance appointment of any covenanta receiver, condition, trustee or agreement contained in this Note liquidator of TENANT or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period all or substantially all of thirty (30) days following written notice to Issuer specifying such default;
its assets or (ii) if Issuer makes an seek relief under the Bankruptcy Act, or admit in writing its inability to pay its debts as they become due, or (iii) make a general assignment for the benefit of his creditors, or petitions (iv) file a petition, case or applies for an answer seeking relief (other than a reorganization not involving the appointment liabilities of TENANT) or arrangement with creditors, or take advantage of any insolvency law, or (v) file an answer admitting the material allegations of a liquidator, receiver or custodian (or similar official) of case file against it or of in any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganizationreorganizations or insolvency proceeding or, arrangementif an order, insolvency, readjustment judgment or decree shall be entered by any court of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of competent jurisdiction on the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed TENANT or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or creditor adjudicating Issuer TENANT a bankrupt or insolvent, or approving a petition seeking reorganization of TENANT (other than a reorganization not involving the liabilities of TENANT) or appointment of a receiver; trustee or liquidator of TENANT, or of all or substantially all of its assets, and such order, judgment or decree, shall continue unstayed and in effect for any period of sixty consecutive days, the term of this Lease and all right, title and interest of TENANT hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT will then, quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided.
(i) TENANT shall default in fulfilling any of the covenants of this Lease (other than the covenants for the payment of rent or additional rent), or of any other standing contract with LANDLORD or (ii) if, during the term of this Lease TENANT shall abandon, vacate or remove from the Premises the major portion of the goods, wares, equipment, or furnishings usually kept on said premises, or (iii) this Lease, without the prior consent of LANDLORD, shall be encumbered, assigned or transferred in any manner in whole or in part or shall, by operation of law, pass to or devolve upon any third party, except as herein provided, or (iv) if TENANT is in violation of laws, rules and regulations regarding minimum wages of its employees, or of any other law, rules and regulations applicable to his operations, but which have not been specifically mentioned in this Lease, LANDLORD may give to TENANT notice of any such proceedingdefault or the happening of any event referred to above and if at the expiration of thirty days after the service of such a notice the default or event upon which said notice was based shall continue to exist, or in the case of a default which cannot with due diligence be cured within a period of thirty days, if TENANT fails to proceed promptly after the service of such notice and with all due diligence to cure the same and thereafter to prosecute the curing of such default with all due diligence (it being intended that in connection with a default not susceptible of being cured with due diligence within thirty days that the time of TENANT within which to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence), LANDLORD may give to TENANT a notice of expiration of the term of this Lease as of the date of the service of such second notice, and upon the giving of said notice of expiration the term of this Lease and all right, title and interest of TENANT hereunder shall expire as full and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT or any party holding under him will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided. If, (i) TENANT shall default in the payment of the rent, the additional rent, or of any other payment as required under this Lease and such default shall continue for ten working days after notice thereof by LANDLORD, of (ii) if the default of the payment of the rent, continues for thirty days from the date any such payments become due and payable (AUTOMATIC DEFAULT TERMINATION), or (iii) if this Lease shall terminate as in paragraph One and Two of this Article provides, this Lease shall terminate and TENANT will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided, LANDLORD or LANDLORD'S agents and servants may immediately or at any time thereafter re-enter the Premises and remove all persons and all or any property therefrom, whether by summary dispossess proceedings or by any suitable action or proceeding at law, or with the license and permission of If TENANT shall fail to take possession of the Premises within ten (10) days after the commencement of the term of this Lease, or if a decree TENANT shall vacate and abandon the Premises, LANDLORD shall have the right, at LANDLORD'S option, to terminate this Lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, by giving TENANT five (5) days notice in writing of such intention, and upon the expiration of the time fixed in such latter notice, if such default be not cured prior thereto, this Lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, shall wholly cease and expire in the same manner and with the same force and effect (except as to TENANT'S liability) as if the date fixed by such latter notice were the expiration of the term herein originally granted; and TENANT shall immediately quit and surrender to LANDLORD the Premises and each and every part thereof and LANDLORD may enter into or order for relief is entered repossess the Premises, either by force, summary proceedings or otherwise. The right granted to LANDLORD in respect of Issuer in an involuntary case under the Bankruptcy Code this Article or any other bankruptcyArticle of this Lease to terminate this Lease, reorganizationshall apply to any extension or renewal of the term hereby granted, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law and the exercise of any jurisdictionsuch right by LANDLORD during the term hereby granted shall terminate any extension or renewal of the term hereby granted and any right on the part of TENANT thereto. Upon the termination of this Lease by reason of any of the foregoing events, or in the event of the termination of this Lease by summary dispossess proceedings or under any provisions of law, now or at any time hereafter, in force by reason of, or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, or upon LANDLORD recovering possession of the Premises in the manner or in any of the circumstances hereinbefore mentioned, or in any other manner or circumstances whatsoever, whether with or without legal proceedings, by reason of, or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, LANDLORD, at its option, but without assuming any obligation to do so in any case, may at any time, and from time to time, relet the Premises or any part or parts thereof the account of TENANT or otherwise on such terms as LANDLORD may elect, including the granting of concessions, and receive and collect the rents therefor, applying the same at a rental not higher than the one stipulated in this Contract, first to the payment of such reasonable expenses as LANDLORD may have incurred in recovering possession of the Premises, including reasonable legal expenses, and for putting the same into good order or condition or preparing or altering the same for re-rental, and expenses, commissions and charges paid, assumed, or incurred by LANDLORD in and about the reletting of the Premises or any portion thereof and then to the fulfillment of the covenants of TENANT hereunder. Any such reletting herein provided for, may be for the remainder of the term of this Lease or for a longer or shorter period or at a higher or lower rental. In any such case, whether or not, the Premises or any part thereof be relet, TENANT shall pay to LANDLORD the rent required to be paid by TENANT up to the time of such termination of this Lease, and/or the full rent provided for in the agrement for any holdover of such period after termination and up to the surrender or recovery of possession of the Premises by LANDLORD, as the case may be, and thereafter TENANT covenants and agrees, to pay to LANDLORD until the end of the term of this Lease as originally demised the equivalent of any deficiency amount of all the rent reserved herein, less the net avails of reletting, if any, as specified hereinabove in this Article and the same shall be due and payable by TENANT to LANDLORD as provided herein, that is to say, TENANT shall pay to LANDLORD the amount of any deficiency then existing.
Appears in 1 contract
Samples: Lease Contract (O S I Corp)
Default Provisions. The occurrence of one (1) or more of the following events shall constitute an event of default hereunder:
(a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or The nonpayment of any principal and/or interest of the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:loans described herein when the same shall have become due and payable;
(ib) There is Failure by Borrower to perform any other obligation under this Agreement, and failure to cure such default within forty-five (45) days after written notice from Lender;
(c) The entry of a decree or order by Issuer a court having proper jurisdiction adjudicating Borrower as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Borrower under the performance federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of Borrower, or any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any covenant, condition, such decree or agreement contained order unstayed and in this Note or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues effect for a period of thirty sixty (3060) days following written notice to Issuer specifying such defaultconsecutive calendar days;
(iid) if Issuer makes an assignment for the benefit The filing by Borrower of creditorsproceedings to be adjudicated as bankrupt or insolvent, or petitions the consent by it to the filing of bankruptcy or applies for insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, receiver assignee or custodian (or similar official) trustee of it Borrower, or of any substantial part of its assetsproperty, or if Issuer commences any proceeding the making by it of an assignment for the benefit of creditors or case relating the admission by it in writing of its inability to it under pay its debts generally as they become due, or the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment taking of debt, dissolution or liquidation or similar law corporate action by Borrower in furtherance of any jurisdiction, or takes any action to authorize any of the foregoingsuch action; or
(iiie) if Default in the obligation of Borrower to any petition or application person for borrowed money, other than the loans described herein, which shall continue for a period of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) consecutive calendar days, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction.
Appears in 1 contract
Samples: Line of Credit Agreement (Summer Energy Holdings Inc)
Default Provisions. Section 18.1. If any one or more of the following events (ain this Lease sometimes called "Events of Default") Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAYshall happen:
(A) The failure by either party to this Lease to pay any amount due under this Lease or any part thereof when same shall become due and payable which continues for a period of ten (10) days after the due date thereof;
(B) The failure by Lessee in keeping, WITHOUT NOTICE OR DEMAND observing or performing any of the terms, covenants, agreements, provisions, conditions or limitations contained in this Lease on Lessee's part to be kept, observed or performed, including without limitation, each and every Legal Requirement applicable to the Demised Premises (except as otherwise required by other than those referred to in the foregoing subparagraph (A) of this Section), which do not expose Lessor to criminal liability, and such default shall continue for a period of sixty (60) days after written notice thereof from Lessor to Xxxxxx;
(C) If Lessee shall file a voluntary petition in bankruptcy, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or otherwise specifically provided law, or shall seek or consent to or acquiesce in this Note the appointment of any trustee, receiver or liquidator of Lessee or of all or any substantial part of its properties or of the Pledge AgreementDemised Premises or of Lessee's interest therein;
(D) If within sixty (60) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act of any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed or if, within sixty (60) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of all or any substantial part of its properties or of the Demised Premises or of Xxxxxx's interest therein, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within forty five (45) days after the expiration of any such stay, such appointment shall not have been vacated;
(E) A "Seller Event of Default" or a "Buyer Event of Default” (each as defined in the BOOT Contract) as applicable, has occurred and is continuing under the BOOT Contract.
Section 18.2. Upon actual discovery of an Event of Default, a party claiming the occurrence of such Event of Default must promptly provide the alleged defaulting party with written notice of the Event of Default and any remedy sought ("Notice of Default"), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF. The defaulting party shall either:
(i) There at its expense (and, if Lessee is default by Issuer in the performance defaulting party, such cost shall not be recoverable from Lessor under Article 7 (Payment) of any covenant, condition, or agreement contained in this Note or the Pledge Agreement, including any instrument securing BOOT Contract) cure the payment Event of this Note, and such default continues for a period of Default within thirty (30) days following written notice to Issuer specifying such default;business days; or
(ii) if Issuer makes an assignment for such Event of Default reasonably requires additional time to cure then such defaulting party will, at its expense (and, if Lessee is the benefit of creditorsdefaulting party, or petitions or applies for the appointment of a liquidator, receiver or custodian such cost shall not be recoverable from Lessor under Article 7 (or similar officialPayment) of it or the BOOT Contract) from the date such party receives the Notice of any substantial part Default, have ninety (90) business days to cure the Event of its assetsDefault and the other party shall have no right to terminate this Lease, or if Issuer commences any proceeding or case relating to it under provided that the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoingdefaulting party diligently pursues such cure plan; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such undertake dispute resolution pursuant to Section 18.5.
Section 18.3. Any proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) daysaction involving bankruptcy, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is entered appointing any such liquidator or receiver or custodian (or similar official), or adjudicating Issuer bankrupt or insolvent, or approving a petition in any such proceeding, or if a decree or order for relief is entered in respect of Issuer in an involuntary case under the Bankruptcy Code or any other bankruptcyinsolvency, reorganization, arrangement, insolvencycomposition, readjustment of debtreadjustment, liquidation, dissolution or liquidation similar relief under the present or similar any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, above set forth in subdivisions (C) and (D) of Section 18.1 of this Article, shall be grounds for the termination of this Lease pursuant to the terms, covenants, agreements, provisions, conditions and limitations of this Article XVIII, only when such proceeding, action or remedy shall be taken or brought by or against Lessee or any assignee of this Lease, while such Lessee or such assignee is the owner of the Lease.
Section 18.4. [INTENTIONALLY OMITTED]
Section 18.5. If, within thirty (30) days of the service of a Notice of Default pursuant to Section 18.2, the party alleged to be in default disputes in writing that an Event of Default has occurred, either party may seek resolution of such dispute pursuant to the terms of Article 13 (Dispute Resolution) of the BOOT Contract and this Lease shall not be terminated by the party claiming the occurrence of the Event of Default prior to such resolution of such dispute pursuant to the procedures of Article 13 (Dispute Resolution) of the BOOT Contract. The Parties acknowledge and agree that for purposes of this Lease the terms of Article 13 (Dispute Resolution) of the BOOT Contract shall survive the expiration or termination thereof as set forth in Section 13.1 (Notice) of the BOOT Contract.
Section 18.6. This Lease may be terminated by the non-defaulting party effective immediately upon the non-defaulting party providing written notice of termination to the defaulting party if: (i) the defaulting party fails to cure the Event of Default within the cure periods set forth herein, and pursuant to the terms provided under Article XVIII of this Lease and any action for dispute resolution pursuant to Section 18.5 with respect to the alleged Event of Default has been completed; or (ii) through the dispute resolution process set forth in Section 18.5, it is determined that an Event of Default has occurred and the defaulting party, pursuant to terms of this Lease has not (a) cured the default, or (b) diligently pursued the cure plan provided by the defaulting party, as the case may be. Upon termination, the non-defaulting party shall be entitled to such damages as are available at law and equity, subject to the limitations set forth herein and in Article 8 (Limitations, Merchantability and Fitness) of the BOOT Contract.
Section 18.7. Whenever any default shall have occurred Lessor shall have the right to:
(A) Declare by written notice to Xxxxxx, to be immediately due and payable, whereupon the same shall become immediately due and payable all unpaid Rent and Additional Rent payable under this Lease through and including the date of the transfer of title to the Demised Premises to Lessor.
(B) Take any other action at law or in equity that may appear necessary or desirable to collect the payments due hereunder or which may after such default become due and to enforce the obligations, agreements, or covenants of Lessee under this Lease. No action taken or failure to take action by Lessor pursuant to this Section shall relieve Lessee from its obligation to make all payments required under this Lease.
Section 18.8. No termination of the Lease shall relieve Lessee of its liabilities and obligations hereunder, and such liabilities and obligations shall survive any such termination. In the event of any jurisdictionsuch termination, whether or not the Demised Premises or any part thereof shall have been re-let or Lessor shall have retained an operator to operate the Project, Lessee shall pay to Lessor a sum equal to the Rent and the Additional Rent required to be paid by Lessee up to the time of such expiration or termination of this Lease.
Section 18.9. In the event of any breach or threatened breach by Xxxxxx of any of the terms, covenants, agreements, provisions, conditions or limitations contained in this Lease, Lessor shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right or remedy allowed at law or in equity or by statute or otherwise as if entry, re-entry, summary proceedings, and other remedies were not provided in this Lease.
Section 18.10. Each right or remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or the beginning of the exercise by Lessor of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise.
Appears in 1 contract
Samples: Build Own Operate Transfer Agreement
Default Provisions. (a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or 17.01. Each of the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IFfollowing events shall be an "Event of Default" hereunder:
(i) There is default Default by Issuer Tenant in the performance paying any installment of Net Rent or Additional Rent or in making any covenant, condition, or agreement contained in this Note or the Pledge Agreement, including any instrument securing the payment of this Notedeposit required pursuant to Article 4, and such default continues for is not cured within five (5) days after Landlord notifies Tenant, in writing, of such default;
(ii) If Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future bankruptcy act or any other present or future applicable federal, state or other statute or law or other law, ordinance, order, rule, regulation or requirement of any governmental authority, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of Tenant's leasehold estate with respect to the Property;
(iii) If within 60 days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal Bankruptcy Act or any other present or future applicable Federal, State or other statute or law or other law, ordinance, order, rule, regulation or requirement of any governmental authority, such proceeding shall not have been dismissed, or if, within 60 days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of Tenant's leasehold estate with respect to the Property, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within 30 days after the expiration of any such stay, such appointment shall not have been vacated;
(iv) If a levy under execution or attachment shall be made against Tenant or its property and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise within a period of thirty (30) days following written notice to Issuer specifying such defaultdays;
(iiv) if Issuer makes an assignment If the Property is abandoned;
(vi) Default by Tenant in complying with Tenant's obligations described in Article 28 in the second notice and cure period set forth therein;
(vii) Default by Tenant in observing or performing one or more of the other terms, conditions, covenants or agreements of this Lease and the continuance of such default for the benefit a period of creditorstwenty-one (21) days after written notice by Landlord specifying such default (unless such default requires work to be performed, acts to be done, or petitions conditions to be removed which cannot by their nature reasonably be performed, done or applies removed, as the case may be, within such thirty (30) day period, in which case no such Event of Default shall be deemed to exist so long as Tenant shall have commenced curing such default within such thirty (30) day period and shall diligently and continuously prosecute the same to completion, provided, however, that in any event (except for the appointment an Event of a liquidator, receiver or custodian (or similar officialDefault arising from Article 26 hereof) such an Event of it or Default shall be deemed to exist if such cure of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed or if any such proceeding or case described in subparagraph (c) is commenced against Issuer and is default has not dismissed been completed within sixty (60) days after Landlord's written notice to Tenant as described above);
(viii) An Event of Default by Tenant or any of its affiliates is declared by Landlord under any other lease between Landlord and Tenant or any of its affiliates and Landlord commences to exercise remedies for such default; or
(ix) If Tenant or any of its affiliates is in default under any other obligations to Landlord or its affiliates, after the expiration of applicable notice and cure periods the liability for which could have a material adverse effect on Tenant, the Property, the Lease or Landlord.
17.02. If an Event of Default shall occur, Landlord, at any time while the same is continuing, may at its option give written notice to Tenant stating that this Lease and the term of this Lease shall expire and terminate on the date specified in such notice, which date shall be not less than ten (10) days from the date of such notice, and upon the expiration of such ten (10) days, this Lease and the term of this Lease and all rights of the Tenant under this Lease shall expire and terminate as if that date were the date herein definitely fixed for the expiration of the term of this Lease, and Tenant shall quit and surrender the Property and all other property as required hereunder to Landlord but Tenant shall remain liable as hereinafter provided.
17.03. If the Event of Default by Tenant is a material breach of this Agreement and is continuing, or if Issuer indicates its approval thereofthis Lease shall be terminated as provided in Section 17.02 hereof or by summary proceedings or otherwise, consents thereto then, and in any of such events, Landlord may without notice, re-enter the Property either by force or acquiesces thereinotherwise, and dispossess Tenant and the legal representative of Tenant or other occupants of the Property by summary proceedings or otherwise, and remove their effects and hold the Property as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal or other proceedings to that end. The terms "enter," "re-enter," "entry," or "re-entry," as used in this Lease, are not restricted to their technical legal meaning.
17.04. In the event of any termination of this Lease under the provisions of this Article or if Landlord shall re-enter the Property under the provisions herein, or in the event this Lease is otherwise terminated due to an Event of Default hereunder, or in the event of re-entry by or under any summary dispossession or other proceedings or action or any provision of law by reason of an Event of Default hereunder on the part of the Tenant, Tenant shall thereupon pay to the Landlord the Net Rent and Additional Rent payable by Tenant to Landlord up to the time of such termination of this Lease, or of such recovery of possession of the Property by the Landlord, as the case may be, and shall also pay to Landlord damages as hereinafter provided.
17.05. While an Event of Default hereunder is continuing, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort in this Article are cumulative and not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.
17.06. Subject to applicable law, if this Lease shall terminate under the provisions of Section 17.02, or if an order Landlord shall re-enter the Property under the provisions of Section 17.03 or in the event of the termination of this Lease, or re-entry, by or under any summary dispossession or other proceeding or action or any provision of law by reason of default hereunder on the part of the Tenant, Landlord shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Net Rent or Additional Rent due from Tenant at the time of such termination or re-entry and against any damages payable by Tenant under this Article or pursuant to law or equity.
17.07. If this Lease is terminated or if Landlord shall re-enter the Property under the provisions on this Article, or in the event of the termination of this Lease, or of re-entry, by or under any summary dispossession or other proceeding or action or any provision of law by reason of the default hereunder on the part of the Tenant, Tenant shall pay to Landlord as damages, at the election of Landlord, sums equal to the Net Rent and the Additional Rent payable hereunder throughout the stated term of this Lease which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered appointing the Property, discounted, however, using a discount rate equal to the prime rate published from time to time by the Wall Street Journal.
17.08. In the event Landlord terminates this Lease under this Article, Landlord shall credit Tenant with the net rents received by Landlord from any re-letting of the Property during what would have been the balance of Tenant's stated Lease Term, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such re-letting, the expenses incurred or paid by Landlord in terminating this Lease or in re-entering the Property and in securing possession thereof (including, without limitation, attorneys' fees and disbursements and amounts for which Tenant indemnifies Landlord under Section 14.01 of this Lease incurred by Landlord in connection with the default by Tenant resulting in such termination), as well as the expenses of re-letting, including, without limitation, altering, repairing and preparing the Property for new tenants, brokers' commissions and other expenses sustained in securing any new tenants or other occupants, attorneys' fees and disbursements and all other expenses properly chargeable against the Property and the rental thereof (including, without limitation, the cost and expense of Landlord in maintaining and operating the Property), and any other liability of Tenant to Landlord, it being understood that any such liquidator re-letting may be for a period shorter or receiver or custodian (or similar official)longer than the remaining term of this Lease, but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, or adjudicating Issuer bankrupt or insolvent, or approving a petition shall Tenant be entitled in any such proceeding, or if suit for the collection of damages pursuant to this Section to a decree or order for relief is entered credit in respect of Issuer any net rents from a re-letting, except to the extent that such net rents are actually received by Landlord. No re-entry by Landlord, whether had or taken under summary proceedings or otherwise, shall absolve or discharge Tenant from liability hereunder. Provided Landlord has used commercially reasonable efforts if required by law, Landlord in an involuntary case under no way shall be responsible or liable for any failure to re-let the Bankruptcy Code Property or any other bankruptcypart thereof, reorganizationor for any failure to collect any rent due on any such re-letting.
17.09. Suit or suits for the recovery of damages or deficiencies, arrangementor any installments thereof, insolvencymay be brought by Landlord from time to time at its election, readjustment and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of debtthis Lease would have expired if it had not been so terminated hereunder, dissolution or liquidation under any provision of law, or similar law had Landlord not re-entered the Property. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any jurisdictionsums or damages to which Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to obtain as damages by reason of the termination of this Lease or re-entry of the Property for the default of Tenant under this Lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved. Notwithstanding anything to the contrary, Landlord shall use commercially reasonable efforts to mitigate its damages.
17.10. The failure of Landlord to insist upon enforcement of Tenant's obligations of strict performance with the terms of this Lease or payment of Net Rent or Additional Rent, shall not be deemed to be a waiver of those obligations.
17.11. Tenant waives the right to trial by jury with respect to any action arising out of this Lease. Tenant further waives its rights to interpose any counterclaim or offset in any summary proceeding instituted by Landlord based upon non-payment of Net Rent or Additional Rent.
17.12. No receipt of moneys by Landlord from Tenant after termination of this Lease, or after the giving of any notice of termination of this Lease, shall reinstate, continue or extend the term of this Lease or affect any notice theretofore given Tenant, or operate as a waiver of the right of Landlord to enforce the payment of Net Rent and Additional Rent payable by Tenant hereunder or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of the Property, it being agreed that after the service of notice to terminate this Lease or the commencement of suit or summary proceedings, or after final order or judgment for the possession of the Property, or after possession of the Property by re-entry by summary proceedings or otherwise, Landlord may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of Tenant's liability hereunder.
17.13. No failure of Landlord to exercise any right or remedy consequent upon a default in any covenant, agreement, term or condition of this Lease, and no acceptance of full or partial Net Rent or Additional Rent by Landlord during the continuance of any such default, shall constitute a waiver of any such default or of such covenant, agreement, term or condition. No covenant, agreement, term or condition of this Lease to be performed or complied with by either party, and no default thereof, shall be waived, altered or modified except by a written instrument executed by that party. No waiver of any default shall affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect.
17.14. Each right and remedy of Landlord provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or otherwise shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or otherwise.
17.15. Notwithstanding anything to the contrary contained herein, (i) Landlord shall not have the right to cause Tenant to execute a confession of judgment, and (ii) Landlord shall not have a right by summary or self-help action to place a lien on Tenant's personal property (to the extent Landlord has the right to waive such rights under New Jersey law).
Appears in 1 contract
Default Provisions. 17.1 Each of the following events shall be an “Event of Default” hereunder:
(a) Events Of Default And Acceleration Of Maturity: PAYEE ---------------------------------------------- MAYby Lessee in paying any installment of Net Rent or Additional Rent or in making any deposit required pursuant to ARTICLE 4 and the continuance of such default for five (5) days after Lessee’s receipt of written notice of such default from Lessor;
(b) If Lessee shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, WITHOUT NOTICE OR DEMAND (except as otherwise required by or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future bankruptcy act or any other present or future applicable federal, state or other statute or otherwise specifically provided law or other law, ordinance, order, rule, regulation or requirement of any governmental authority, or shall seek or consent to or acquiesce in this Note the appointment of any trustee, receiver or liquidator of Lessee or of all or any substantial part of its properties or of Lessee’s leasehold estate with respect to the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:Property;
(ic) There is default by Issuer in If within sixty (60) days after the performance commencement of any covenantproceeding against Lessee seeking any reorganization, conditionarrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law or other law, ordinance, order, rule, regulation or requirement of any governmental authority, such proceeding shall not have been dismissed, or agreement contained in this Note if, within sixty (60) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of all or any substantial part of its properties or of Lessee’s leasehold estate with respect to the Pledge AgreementProperty, including such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any instrument securing the payment such stay, such appointment shall not have been vacated;
(d) If a material levy under execution or attachment shall be made against Lessee or a material portion of this Note, its property and such default continues for execution or attachment shall not be vacated or removed by court order, bonding or otherwise within a period of thirty (30) days;
(e) If the Property becomes vacant or is deserted or abandoned;
(f) If the Property is used for other than the use permitted under this Lease;
(g) If Lessee fails to take possession of the Property within 30 days following of when possession is given to Lessee by Lessor;
(h) Default by Lessee in observing or performing one or more of the other material terms, conditions, covenants or agreements of this Lease and the continuance of such default for a period of twenty (20) days after Lessee’s receipt of written notice by Lessor specifying such default (unless such default requires work to be performed, acts to be done, or conditions to be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such twenty (20) day period, in which case no such Event of Default shall be deemed to exist so long as Lessee shall have commenced curing such default within such twenty (20) day period and shall diligently and continuously prosecute the same to completion, provided, however, that in any event such an Event of Default shall be deemed to exist if such cure of such default has not been completed within 90 days after Lessee’s receipt of Lessor’s written notice to Issuer specifying such default;
(ii) if Issuer makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator, receiver or custodian (or similar official) of it or of any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of the foregoingLessee as described above); or
(iiii) if If, without Lessor’s consent, Lessee shall reorganize, consolidate, merge, spin off an entity or otherwise enter into any petition restructure plan (a “Reorganization”) whereby, as a result of such Reorganization, the net value of Lessee or application Lessee’s assets after the Reorganization is significantly and materially less than the value thereof prior to the Reorganization.
17.2 If an Event of Default shall exist, Lessor may, at its option, give written notice to Lessee stating that this Lease and the Term of this Lease shall expire and terminate on the date specified in such notice, which date shall be not less than three (3) days from the date of such notice, and upon the expiration of the type described date specified in subparagraph (c) immediately above is filed or such notice, this Lease and the Term of this Lease and all rights of the Lessee under this Lease shall expire and terminate as if that date were the Expiration Date, and Lessee shall quit and surrender the Property and all other property as required hereunder to Lessor but Lessee shall remain liable as hereinafter provided.
17.3 If any such proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) daysEvent of Default shall exist, or if Issuer indicates this Lease shall be terminated as provided in Section 17.02 hereof or by summary proceedings or otherwise, then, and in any of such events, Lessor may without notice, re-enter the Property either by force or otherwise, and dispossess Lessee and the legal representative of Lessee or other occupant of the Property by summary proceedings or otherwise, and remove their effects and hold the Property as if this Lease had not been made, and Lessee hereby waives the service of notice of intention to re-enter or to institute legal or other proceedings to that end. The terms “enter,” “re-enter,” “entry,” or “re-entry,” as used in this Lease, are not restricted to their technical legal meaning.
17.4 In the event of any termination of this Lease under the provisions of this Article or if Lessor shall re-enter the Property under the provisions herein, or in the event this Lease is otherwise terminated due to an Event of Default by Lessee hereunder, or in the event of re-entry by or under any summary dispossession or other proceedings or action or any provision of law by reason of an Event of Default hereunder on the part of the Lessee, Lessee shall thereupon pay to the Lessor the Net Rent and Additional Rent payable by Lessee to Lessor up to the time of such termination of this Lease, or of such recovery of possession of the Property by the Lessor, as the case may be, and shall also pay to Lessor damages as hereinafter provided.
17.5 In the event of a breach or a threatened breach by Lessee of any of its approval thereofobligations under this Lease, consents thereto Lessor shall also have the right of injunction. The special remedies to which Lessor may resort in this Article are cumulative and not intended to be exclusive of any other remedies or acquiesces thereinmeans of redress to which Lessor may lawfully be entitled at any time and Lessor may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.
17.6 Subject to applicable law, if this Lease shall terminate under the provisions of Section 17.02, or if Lessor shall re-enter the Property under the provisions of Section 17.03 or in the event of the termination of this Lease, or re-entry, by or under any summary dispossession or other proceeding or action or any provision of law by reason of an order Event of Default hereunder on the part of the Lessee, Lessor shall be entitled to retain all monies, if any, paid by Lessee to Lessor, whether as advance Rent, security or otherwise, but such monies shall be credited by Lessor against any Net Rent or Additional Rent due from Lessee at the time of such termination or re-entry or, at Lessor’s option, against any damages payable by Lessee under this Article or pursuant to law or equity.
17.7 If this Lease is terminated or if Lessor shall re-enter the Property under the provisions of this Article, or in the event of the termination of this Lease, or of re-entry, by or under any summary dispossession or other proceeding or action or any provision of law by reason of an Event of Default hereunder on the part of the Lessee, Lessee shall pay to Lessor as damages, at the election of Lessor, sums equal to the Net Rent and the Additional Rent payable hereunder throughout the stated term of this Lease which would have been payable by Lessee had this Lease not so terminated, or had Lessor not so re-entered appointing the Property, payable upon the due date therefor specified herein following such termination or such re-entry.
(a) In the event Lessor terminates this Lease under this Article, Lessor shall credit Lessee with the net rents received by Lessor from any re-letting of the Property during what would have been the balance of Lessee’s stated lease Term, such net rents to be determined by first deducting from the gross rents as and when received by Lessor from such re-letting, the expenses incurred or paid by Lessor in terminating this Lease or in re-entering the Property and in securing possession thereof (including, without limitation, reasonable attorneys’ fees and disbursements and amounts for which Lessee indemnifies Lessor under Section 14.01(c) of this Lease incurred by Lessor in connection with an Event of Default by Lessee resulting in such termination), as well as the expenses of re-letting, including, without limitation, altering, repairing and preparing the Property for new tenants, brokers’ commissions and other expenses sustained in securing any new tenants or other occupants, reasonable attorneys’ fees and disbursements and all other expenses properly chargeable against the Property and the rental thereof (including, without limitation, the cost and expense of Lessor in maintaining and operating the Property), and any other liability of Lessee to Lessor, it being understood that any such liquidator re-letting may be for a period shorter or receiver or custodian (or similar official)longer than the remaining Term of this Lease, but in no event shall Lessee be entitled to receive any excess of such net rents over the sums payable by Lessee to Lessor hereunder, or adjudicating Issuer bankrupt or insolvent, or approving a petition shall Lessee be entitled in any such proceeding, or if suit for the collection of damages pursuant to this Section to a decree or order for relief is entered credit in respect of Issuer any net rents from a re-letting, except to the extent that such net rents are actually received by Lessor. No re-entry by Lessor, whether had or taken under summary proceedings or otherwise, shall absolve or discharge Lessee from liability hereunder. Lessor in an involuntary case under no way shall be responsible or liable for any failure to re-let the Bankruptcy Code Property or any other bankruptcypart thereof, reorganizationor for any failure to collect any rent due on any such re-letting; provided, arrangementhowever, insolvencythat neither the foregoing nor anything else contained in this Article shall relieve Lessor from any obligation under Texas law to mitigate the damages of Lessor arising as a result of an Event of Default by Lessee under this Lease and shall not be construed in any way as a provision or provisions which purports/purport to waive a right of Lessee to require that Lessor mitigate, readjustment or to exempt Lessor from a duty to mitigate (or from liability for its failure to satisfy such duty), Lessor’s damages arising due to an Event of debtDefault by Lessee under this Lease.
(b) If the Property or any part thereof be re-let by Lessor for the unexpired portion of the Term of this Lease, dissolution or liquidation any part thereof, before presentation of proof of such damages to any court, commission or similar law tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Property, or part thereof, so re-let during the term of the re-letting.
17.9 Suit or suits for the recovery of damages or deficiencies, or any installments thereof, may be brought by Lessor from time to time at its election, and nothing contained herein shall be deemed to require Lessor to postpone suit until the date when the Term of this Lease would have expired if it had not been so terminated hereunder, or under any provision of law, or had Lessor not re-entered the Property. Nothing herein contained shall be construed to limit or preclude recovery by Lessor against Lessee of any jurisdictionsums or damages to which, in addition to the damages particularly provided above, Lessor may lawfully be entitled by reason of any Event of Default hereunder on the part of Lessee. Nothing herein contained shall be construed to limit or prejudice the right of Lessor to obtain as damages by reason of the termination of this Lease or re-entry of the Property for an Event of Default of Lessee under this Lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater, equal to, or less than any of the sums referred to in Section 17.07.
17.10 Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Lessee being evicted or dispossessed, or in the event of Lessor obtaining possession of the Property, as a result of an Event of Default by Lessee under this Lease.
17.11 Lessee waives the right to trial by jury with respect to any action arising out of this Lease. Lessee further waives its rights to interpose any offset in any summary proceeding instituted by Lessor based upon non-payment of Net Rent or Additional Rent.
17.12 All amounts payable by Lessee hereunder and each and every installment thereof, and all costs, attorneys’ fees, disbursements and other expenses which may be incurred by Lessor in enforcing the provisions of this Lease or on account of any delinquency of Lessee in carrying out the provisions of this Lease, shall be and they hereby are declared to constitute a valid lien upon the Lessee’s leasehold with respect to the Property to the extent permitted by law.
17.13 No receipt of moneys by Lessor from Lessee after termination of this Lease, or after the giving of any notice of termination of this Lease, shall reinstate, continue or extend the Term of this Lease or affect any notice theretofore given Lessee, or operate as a waiver of the right of Lessor to enforce the payment of Net Rent and Additional Rent payable by Lessee hereunder or thereafter falling due, or operate as a waiver of the right of Lessor to recover possession of the Property, it being agreed that after the service of notice to terminate this Lease or the commencement of suit or summary proceedings, or after final order or judgment for the possession of the Property, or after possession of the Property by re-entry by summary proceedings or otherwise, Lessor may demand, receive and collect any moneys due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Property or, at the election of Lessor, on account of Lessee’s liability hereunder.
17.14 No failure of Lessor to exercise any right or remedy available during the continuance of an Event of Default, and no acceptance of full or partial Net Rent or Additional Rent by Lessor during the continuance of any such Event of Default, shall constitute a waiver of any such Event of Default. No covenant, agreement, term or condition of this Lease to be performed or complied with by either party, and no Event of Default or Lessor default, as applicable, with respect thereto, shall be waived, altered or modified except by a written instrument executed by that party. No waiver of any Event of Default or Lessor default, as applicable, shall affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent Event of Default or Lessor default, as applicable, thereof.
17.15 Each right and remedy of Lessor provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or otherwise, and the exercise or beginning of the exercise by Lessor of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or otherwise shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or otherwise.
17.16 Lessee shall pay to Lessor all costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Lessor in enforcing any of the covenants and provisions of this Lease and/or incurred by Lessor in any action brought on account of the provisions hereof, and all such costs and expenses may be included in and form a part of any judgment entered in any action or proceeding against Lessee.
Appears in 1 contract
Default Provisions. (a) Events Of Default And Acceleration Of MaturityIf, during the term of this Lease, TENANT shall: PAYEE ---------------------------------------------- MAY, WITHOUT NOTICE OR DEMAND (except as otherwise required by statute or otherwise specifically provided in this Note or the Pledge Agreement), ACCELERATE THE MATURITY OF THIS NOTE AND DECLARE THE ENTIRE UNPAID PRINCIPAL BALANCE AT ONCE DUE AND PAYABLE IF:
(i) There is default by Issuer apply for or consent in writing to, the performance appointment of any covenanta receiver, condition, trustee or agreement contained in this Note liquidator of TENANT or the Pledge Agreement, including any instrument securing the payment of this Note, and such default continues for a period all or substantially all of thirty (30) days following written notice to Issuer specifying such default;
its assets or (ii) if Issuer makes an seek relief under the Bankruptcy Act, or admit in writing its inability to pay its debts as they become due, or (iii) make a general assignment for the benefit of this creditors, or petitions (iv) file a petition case or applies for an answer seeking relief (other than a reorganization not involving the appointment liabilities of TENANT) or arrangement with creditors, or take advantage of any insolvency law, or (v) file and answer admitting the material allegations of a liquidator, receiver or custodian (or similar official) of case filed against it or of in any substantial part of its assets, or if Issuer commences any proceeding or case relating to it under the Bankruptcy Code or any other bankruptcy, reorganizationreorganization or insolvency proceeding or, arrangementif an order, insolvency, readjustment judgement or decree shall be entered by any court of debt, dissolution or liquidation or similar law of any jurisdiction, or takes any action to authorize any of competent jurisdiction on the foregoing; or
(iii) if any petition or application of the type described in subparagraph (c) immediately above is filed TENANT or if any such creditor adjudicating TENANT a bankruptcy, reorganization or insolvency proceeding or case described in subparagraph (c) is commenced against Issuer and is not dismissed within sixty (60) daysor, or if Issuer indicates its approval thereof, consents thereto or acquiesces therein, or if an order is order, judgement or decree shall be entered appointing by any such liquidator court of competent jurisdiction on the application of TENANT or receiver or custodian (or similar official), or creditor adjudicating Issuer TENANT a bankrupt or insolvent, or approving a petition seeking reorganization of TENANT (other than a reorganization not involving the liabilities of TENANT) or appointment of a receiver, trustee or liquidator of TENANT, or decree, shall continue stayed and in effect for any period of sixty (60) consecutive days, the term of this Lease and all right, title and interest of TENANT hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT hereunder shall expire as fully and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT will then quit and surrender the Premises to LANDLORD, but TENANT shall remain liable as hereinafter provided. If, during the term of this Lease: (I) TENANT shall default in fulfilling any of the covenants of this Lease other than the covenants for the payment of rent or additional rent or of any other standing contract with LANDLORD or (ii) if, during the term of this Lease TENANT shall abandon, vacate, or remove form the Premises the major portion of the goods, wares, equipment, or furnishings usually kept on said premises, of (iii) this Lease, without the prior consent of LANDLORD, shall be encumbered, assigned or transferred in any manner in whole or in part or shall, by operation of law, pass to or devolve upon any third party, except as herein provided, or (iv0 if TENANT is in violation of laws rules and regulations regarding minimum wages of its employees, or of any other law, rules and regulations applicable to his operations, but which have not been specifically mentioned in this Lease, LANDLORD may give to TENANT notice of any such proceedingdefault or the happening of any event referred to above and if at the expiration of thirty (30) days after the service of such a notice the default or event upon which said notice was based shall continue to exist, or in the case of a default which cannot with due diligence be 19 cured within a period of thirty (30 days, if TENANT fails to proceed promptly after the service of such notice and with all due diligence to cure the same and thereafter to prosecute the curing of such default with all due diligence (it being intended that in connection with a default not susceptible of being cured with due diligence within thirty (30) days that the time of TENANT within which to cure the same shall be extended for such period as may be necessary to complete the same with all due diligence), LANDLORD may give the TENANT a notice of expiration of the term of this Lease as of the date of the service of the term of this Lease and all right, title and interest of TENANT hereunder shall expire as full and completely as if that day were the date herein specifically fixed for the expiration of the term, and TENANT or any party holding under his will then quit and surrender the premises to LANDLORD, but TENANT shall remain liable as hereinafter provided. If, (i) TENANT shall default in the payment of the rent, the additional rent, or of any other payment as required under this Lease and such default shall continue for ten (10) working days after notice thereof by LANDLORD, of (ii) if the default of the payment of the rent, continues for thirty (30) days from the date any such payment became due and payable (AUTOMATIC DEFAULT TERMINATION), OR (III) IF THIS Lease shall terminate as in Paragraph one and two of this Article provided, this Lease shall terminate and TENANT will then quit and surrender the Premises to LANDLORD or LANDLORD'S agents and servants may immediately or ant any time thereafter re-enter the Premises and remove all persons and all or any property therefrom, whether by summary dispossess proceedings or by any suitable action or proceeding at law, or with the license and permission of TENANT, which shall under this Contract be deemed given upon expiration of the strict thirty (30) days notice period of subdivision of paragraph Two of the Article, without LANDLORD being liable to indictment, prosecution or damages therefor and repossess and enjoy the Premises with all additions, alterations and improvements. If TENANT shall fail to take possession of the Premises within ten (10) days after the commencement of the term of this Lease, or if a decree or order for relief is entered TENANT shall vacate and abandon the Premises, LANDLORD shall have the right, at LANDLORD'S option, to terminate this Lease and the term hereof, as well as all the right, title and interest of TENANT hereunder, by giving TENANT five (5) days notice in respect writing of Issuer such intention, and upon the expiration of the time fixed in an involuntary case under such latter notice, if such default be not cured prior thereto, this lease and the Bankruptcy Code term hereof, as well as all the right, title and interest of TENANT hereunder, shall wholly cease and expire in the same manner and with the same force and effect (except as to TENANT'S liability) as if the date fixed by such latter notice were the expiration of the term herein originally granted; and TENANT shall immediately quit and surrender to LANDLORD the Premises and each and every part thereof and LANDLORD in this Article or any other bankruptcyArticle of this Lease to terminate this Lease, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law the exercise of any jurisdiction.such right by LANDLORD during the term hereby granted, shall terminate any extension or renewal of the term hereby granted and any right on the part to TENANT thereto. Upon the termination of this Lease by reason of any of the foregoing event, or in the event of the termination of this Lease by summary dispossess proceedings or under any provisions of law, now or at any time hereafter, in force by reason of , or based upon, or arising out of a default under or breach of this Lease on the part of TENANT, or upon LANDLORD recovering possession of the premises in the manner or in any of the circumstances whatsoever, whether with or without legal proceedings, by reason of, or based upon, or arising our of a default under or breach of this Lease on the part to TENANT, LANDLORD, at its option, but without assuming any obligation to do so in any case, may at any time, and from time to time, relet the Premises or any part or parts thereof for the account of TENANT or otherwise on such terms as LANDLORD may elect, including the granting of concessions, and receive and collect the rents therefor, applying the same at a rental not higher than the one stipulated in this Contract, first to the payment of such reasonable expenses as LANDLORD may have incurred in recovering possession of the Premises, including reasonable legal expenses, and for putting the same into good order or condition or preparing or altering the same for re-rental, and expenses, commissions and charges paid, assumed, or incurred by LANDLORD in and about the reletting of covenants of TENANT hereunder. Any such reletting herein provided for, may be for the remainder of the term of this Lease or for a longer or shorter period or at a higher or lower rental. In any such case, whether or not, the Premises or any part thereof be relet, TENANT shall pay to LANDLORD the rent required to be paid by TENANT up to the time of such termination of this Lease, and/or the full rent provided for in the agreement for any holdover of such period after termination and up to the surrender or recovery of possession of the Premises by LANDLORD, as the case may be, and thereafter TENANT covenants and agrees, to pay to LANDLORD until the end of the term of this Lease as originally demised the equivalent of any deficiency amount of all the rent reserved herein, less the net avails of reletting, if any, as specified hereinabove in this Article and the same shall be due and payable by TENANT to LANDLORD as provided herein, that is to say, TENANT shall pay to LANDLORD the amount of any deficiency then existing. FORTY ONE: LANDLORD'S Remedies -- In the event TENANT shall default in the performance of any of the terms, covenants or provisions herein contained, LANDLORD may, but without the obligation to do so, perform the same for the account of TENANT and any amount paid or expense incurred by LANDLORD in the performance of the same shall be repaid by TENANT on demand. In the event of a breach or threatened breach by TENANT of any of the covenants, conditions or provisions hereof, LANDLORD shall have the right of injunction to restrain the same, and the right to invoke any remedy allowed by law or in equity as if specific remedies, indemnity or reimbursement were not herein provided for. The rights and remedies given to LANDLORD in this Lease are distinct, separate and cumulative, and no one of them, whether or not exercised by LANDLORD, shall be deemed to be a waiver, or an exclusion of any of the others. FORTY TWO: Notice of Default -- Anything in this Lease to the contrary notwithstanding, it is specifically agreed that there shall be no enforceable default against LANDLORD under any provisions of this lease, unless notice of such default be given by TENANT to LANDLORD in which TENANT shall specify the default or omission complained of, and LANDLORD shall have thirty (30) days after receipt of such notice in which to remedy such default, or if said default or omission shall be of such a nature that the same cannot be cured within said period, then the same shall not be an enforceable default if LANDLORD shall have commenced taking the necessary steps to cure or remedy said default within the said thirty (30) days and diligently proceeds with the correction therof. 22
Appears in 1 contract
Samples: Lease Contract (Dunn Computer Corp)
