Defaults and Remedies. (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due; (2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days; (3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding; (6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and (7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture. (b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice. (c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any the payment when due of interest or Additional AmountsInterest, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Notes; (2ii) default in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, which default:
if such default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or premium or interest, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 in excess of $15.0 million or more;
; provided, however, that if, prior to any acceleration of the Notes, (5i) any such Payment Default is cured or waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 60-day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration, as the case may be, such Event of Default (but not any acceleration of the Parent Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Subsidiaries to pay final judgments aggregating in excess of €200.0 $15.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy, other than in accordance insolvency or reorganization with respect to the terms thereof or upon release Company, Finance Corp., any of the Guarantee Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4Section 6.01(i) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(66.01(j) of the Indenture, as applicable, after receipt of such notice.
(c) . If an any Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee Trustee, by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture Notes, by written notice to any Issuer the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interests. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, of or premium, if any, and accrued and unpaid interest, including interest or Additional AmountsInterest, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Under the Indenture: An “, each of the following is an Event of Default” occurs if or upon:
(1) a default in any the payment of interest or Additional Amountson the Notes when due, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) a default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Maturity, upon redemption, upon required purchase, upon declaration of acceleration or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply with its obligations Section 5.1 of the Indenture regarding certain mergers and consolidations;
(4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of its obligations, covenants or other agreements under the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1a default referred to in clause (1), (2) or 6.01.a)2(3) of the Indentureabove);
(45) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Company, the Issuer or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentCompany, the Company Issuer or NXP Funding or a Significant Subsidiary any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal on such Indebtedness at the its Stated Maturity on such Indebtedness, immediately upon the expiration of the (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration(the “cross acceleration provision”); and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodunpaid, aggregates to €200.0 $100 million or more;
more (5) any of the Parent (to the extent a guarantor under any series of Notesor its foreign currency equivalent), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $100 million (exclusive or its foreign currency equivalent) (net of any amounts that covered by a solvent reputable and creditworthy insurance company has acknowledged liability forcompany), which judgments are not paid, discharged or stayed for a period of 60 90 days or more after the such judgment becomes final and non-appealable; andappealable (the “judgment default provision”);
(7) certain events of bankruptcy, insolvency or reorganization of the Company, the Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary (the “bankruptcy provisions”);
(8) the failure by the Company or the Issuer to comply with, or the breach of, any material provision of the Escrow Agreements prior to the Distribution Date; or
(9) the Note Guarantee of the Company, or any Note Guarantee of a Significant Subsidiary (other than a Norwegian Guarantor (as defined in the Offering Memorandum)) or any group of Subsidiary Guarantors (other than any Norwegian Guarantor (as defined in the Offering Memorandum)) that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, ceases to be in full force and effect, other than in accordance with effect (except as contemplated by the terms of the Indenture Indenture) or is declared null and void in a final and non-appealable judicial proceeding or a responsible officer of the Company or any Subsidiary Guarantor that is a Significant Subsidiary or the Parent responsible officers of any group of Subsidiary Guarantors that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, denies or disaffirms in writing its obligations under the Indenture or its Note Guarantee, other than in accordance with by reason of the terms thereof termination of the Indenture or upon release of the any such Note Guarantee in accordance with the Indenture.
(b) A . However, a default under Sections 6.01(a)(3), 6.01(a)(4clause (4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders holders of 3025% in aggregate principal amount of the Notes then outstanding Notes under the Indenture notify the Issuers Company and Trustee (as applicable) the Issuer of the default and the Issuers Company and the Issuer do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders holders of at least 3025% in aggregate principal amount of the Notes then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and but unpaid interest, including Additional Amounts, if any, interest on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoingUpon such a declaration, in the case of such principal and interest shall be due and payable immediately. If an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company or the Issuer occurs and is continuing, the principal of, premium, if any, of and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of a series of Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) so long as a committee of its Trust Officers in good faith determines that withholding notice is not opposed to the interest of the Holders of the Notes.
Appears in 2 contracts
Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on or any Additional Amounts, if any, Amounts on any Note issued under or with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of the Issuers’ or other agreements in the Parent’s obligations under Article 4 or 5 Indenture, the Notes and the Guarantees of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenturewith respect to any Guarantor);
; (45) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $150.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any final judgment or order for payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $75.0 million (exclusive in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealabledays; and
(7) except as permitted by the Indenture, any Guarantee ceases of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Guarantee of the Guarantee in accordance with Notes; (8) the Indenture.
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) consents to the entry of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% order for relief against it in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (8) and (9) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer the Company and the Trustee, mayas provided in the Indenture, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, unpaid Principal of and any accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding Upon such declaration the foregoing, in the case of Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default arising from certain events specified in clauses (8) or (9) of bankruptcy or insolvencythe preceding paragraph occurs, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the outstanding Notes of a series of Notes will shall become and be immediately due and payable immediately without any declaration declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Sources: Supplemental Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)
Defaults and Remedies. Events of Default include: (a) The following events constitute “Events default for 30 days in the payment when due of Default” under interest on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the subordination provisions of the Indenture: An “Event of Default” occurs if or upon:
); (1b) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Notes (whether or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice not prohibited by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) subordination provisions of the Indenture);
; (4c) failure by the Company to comply with the provisions described under Sections 4.07, 4.09, 4.10, or 4.15; (d) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes; (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Subsidiaries) whether such Indebtedness or Subsidiary Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Ai) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6f) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (g) certain events of bankruptcy or insolvency with respect to the judgment becomes final and non-appealableCompany or any of its Subsidiaries; and
(7h) the Subsidiary Guarantee of any Guarantor is held in judicial proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect (other than in accordance with the terms of the Indenture Indenture) or the Parent any Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms in writing its such Guarantor's obligations under its Guarantee, Subsidiary Guarantee (other than by reason of a release of such Guarantor from its Subsidiary Guarantee in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) ). If an any Event of Default (other than an Event of Default described specified in Section 6.01(a)(5clause (g) of the Indenture) above occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising specified in clause (g) of this Section all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided herein. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any tug or power. The Trustee may withhold from certain events Holders of bankruptcy the Notes notice of any continuing Default or insolvencyEvent of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 2 contracts
Sources: Indenture (Amcraft Building Products Co Inc), Indenture (Amcraft Building Products Co Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment when due of interest, on, or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Notes, whether or upon optional redemption or otherwise not prohibited by Article 10 of the Indenture; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure to comply by the Company or any of its Restricted Subsidiaries for 90 30 days after written specified notice by from the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate of the outstanding principal amount of the outstanding Notes to comply with any of the Issuers’ other agreements in the Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (A) is caused by a failure to pay principal at the Stated Maturity on final stated maturity of such Indebtedness, immediately upon the expiration of the Indebtedness (giving effect to any applicable grace period provided in such Indebtednessperiods and any extension thereof) (a "Payment Default"); or
or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $20.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6v) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $20.0 million (exclusive excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of any amounts that a solvent insurance company at least B+, as to which the insurer has acknowledged liability forliability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after the judgment becomes such judgments become final and non-appealable; and
and (7vi) certain events of bankruptcy or insolvency with respect to the Guarantee ceases to be in full force and effect, other than in accordance with the terms Company or any of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Significant Restricted Subsidiaries. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 2 contracts
Sources: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specially described in the Indenture: An “Event of Default” occurs if or upon:)
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture additional interest when due on the Securities, and payable, if that such default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2ii) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due Securities at its Stated Maturity , upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise otherwise; (including iii) the failure by the Company to pay make or consummate a Change of Control Offer or an Asset Sale Offer or to comply with the repurchase price for such Notes tendered pursuant to an Offer to Purchase)provisions described under Section 3.2, if that default 3.3 or failure continues for a period of two days;
4.1; (3iv) failure to comply by the Company or a Restricted Subsidiary for 90 60 days after written notice by from the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Securities then outstanding Notes to comply with any of the Issuers’ its other agreements in this Indenture or the Parent’s obligations Securities or of any Subsidiary Guarantor to perform any of its other covenants under Article 4 or 5 of the Indenture its Subsidiary Guarantee; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$5.0 million, which judgments are not paid, discharged discharged, bonded or stayed for a period of 60 days after the judgment becomes final and non-appealabledays; and
(7vii) the any Subsidiary Guarantee ceases of a Significant Subsidiary (or group of Subsidiaries that, taken together, constitutes a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor that is a Significant Subsidiary (or group of Subsidiary Guarantors that, other than in accordance with the terms taken together, constitutes a Significant Subsidiary), or any Person acting on behalf of the Indenture any such Subsidiary Guarantor or the Parent denies Subsidiary Guarantors, shall deny or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee; (viii) certain events of bankruptcy, other than in accordance with the terms thereof insolvency or upon release reorganization of the Guarantee in accordance with Company, or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Indenture.
(b) A default under Sections 6.01(a)(3latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), 6.01(a)(4) would constitute a Significant Subsidiary pursuant to or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) meaning of the Indenture, as applicable, after receipt of such notice.
(c) any Bankruptcy Law. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5(viii) of the Indenturehereof) occurs and is continuing, the Trustee by notice to any Issuer the Company or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, Securities may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in (viii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of a series of Notes Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 2 contracts
Sources: Indenture (Portola Packaging, Inc. Mexico, S.A. De C.V.), Indenture (Portola Packaging Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on the Notes; (2) default in the payment when due of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
Notes; (3) failure by the Company or a Subsidiary Guarantor to comply with any covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 90 60 days (or 120 days in the case of the covenant set forth in Section 4.03 of the Indenture) after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with then outstanding; provided that this clause (3) shall not apply to any of such failure being contested in good faith by the Issuers’ Company or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
applicable Subsidiary Guarantor; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced document evidencing any Indebtedness indebtedness for borrowed money borrowed by the Company or NXP Funding or a Significant any Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentGuarantor, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee indebtedness now exists, exists or is created after the Issue Date, which if that default:
: (A) is caused by a failure to pay principal when due at the Stated Maturity final (and not any interim) maturity on such Indebtedness, immediately upon or prior to the expiration of the any grace period provided in such Indebtednessindebtedness (a “Payment Default”); or
or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity not rescinded (without such acceleration having been rescinded, annulled or cured within 30 days after such acceleration; otherwise cured), and, in each case, the aggregate principal amount of any such Indebtednessindebtedness, together with the aggregate principal amount of any other such Indebtedness indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), exceeds the greater of (i) 1.5% of Total Assets and remains undischarged after (ii) $600.0 million; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such 30 day periodindebtedness; (ii) Non-Recourse Debt (except to the extent that the Company or any of the Subsidiary Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, aggregates including pursuant to €200.0 million any contingent obligation, for any such Non-Recourse Debt and such liability, individually or more;
in the aggregate, exceeds the greater of (a) 1.5% of Total Assets and (b) $600.0 million), (iii) any such Payment Default that is waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Company or the applicable Subsidiary Guarantor; (iv) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion and (v) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Subsidiary Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company or any of the Subsidiary Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor subsidiary; (5) except as permitted by the Indenture, any Subsidiary Guarantee of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or Subsidiary Guarantor that is a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receivergroup of Subsidiary Guarantors that, trusteetaken together, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating shall be held in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (7other than in accordance with its terms) the Guarantee ceases to be in full force and effecteffect or any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, other than in accordance with the terms taken together would constitute a Significant Subsidiary, or any Person acting on behalf of the Indenture any Subsidiary Guarantor that is a Significant Subsidiary or the Parent denies any group of Subsidiary Guarantors, taken together would constitute a Significant Subsidiary, shall deny or disaffirms disaffirm in writing its or their obligations under its Guaranteeor their Subsidiary Guarantees; and (6)(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, other than any Subsidiary Guarantor that constitutes a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in accordance with the terms thereof an involuntary case; (ii) appoints a custodian for all or upon release substantially all of the Guarantee property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in accordance with each of clauses (i), (ii) or (iii), the Indenture.
order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) A default under Sections 6.01(a)(3)the Company, 6.01(a)(4) any Subsidiary Guarantor that is a Significant Subsidiary or 6.01(a)(6) any group of the Indenture will not Subsidiary Guarantors that, taken together, would constitute an Event of Default until the Trustee a Significant Subsidiary, pursuant to or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4meaning of Bankruptcy Law (i) or 6.01(a)(6commences a voluntary case; (ii) of consents to the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case entry of an Event of Default arising from certain events of bankruptcy or insolvency, order for relief against it in an involuntary case; (iii) consents to the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes appointment of a series custodian of Notes will become and be immediately due and payable without any declaration it or other act on for all or substantially all of its property; or (iv) makes a general assignment for the part benefit of the Trustee or any Holdersits creditors.
Appears in 2 contracts
Defaults and Remedies. (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) Default with respect to this series of Securities is: default for 30 days in any payment of interest on the Securities of this series; default in payment of principal on them [If the Security is subject to redemption insert ", upon redemption or Additional Amountsotherwise"; and, if any, on the Security is entitled to a sinking fund also add "or in the making of any Note issued under sinking fund payment"]; failure by the Indenture when due and payable, if that default continues Company for a period of 30 days, or failure 60 days after notice to it to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of its other covenants, conditions or agreements in the Issuers’ Indenture or the Parent’s obligations Securities of this series; a default under Article 4 any bond, debenture, note or 5 other evidence of indebtedness for money borrowed by the Indenture Company (in each case, including a default with respect to Securities of any series other than an Event of Default under Section 6.01(a)(1this series) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or including the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentIndenture), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness indebtedness now exists or Guarantee now exists, or is created after the Issue Dateshall hereafter be created, which default:
(A) is caused by default shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon indebtedness when due and payable after the expiration of the any applicable grace period provided with respect thereto and shall have resulted in such Indebtedness; or
(B) results in the acceleration of such Indebtedness indebtedness becoming or being declared due and payable prior to its express maturity not the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or cured annulled within a period of 30 days after such acceleration; and, notice as provided in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture; and certain events of bankruptcy or insolvency. [Add other events of default if applicable.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) ] If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) with respect to this series of the Indenture) Securities occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes Securities of this series may declare all the Securities of this series to be due and payable immediately. [If the Security is a Discounted Security, add "The amount due and payable shall be equal to" [insert formula for determining the amount]. Upon payment (i) of the applicable series amount of Notes under principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the Indenture by written notice to any Issuer and extent that the Trustee, may, and the Trustee at the request payment of such Holders shallinterest shall be legally enforceable), declare all of the Company's obligations in respect of the payment of the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes Discounted Securities of such this series under shall be terminated.] Holders of Securities of this series may not enforce the Indenture to be due and payable. Notwithstanding or the foregoing, Securities of this series except as provided in the case Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities of an Event of Default arising from this series. Subject to certain events of bankruptcy or insolvencylimitations, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes Holders of a majority in principal amount of the outstanding Securities of this series may direct the Trustee in its exercise of any trust or power with respect to this series of Notes will become and be immediately due and payable without the Securities. The Trustee may withhold from Holders of Securities of this series notice of any declaration continuing default (except a default in payment of principal or other act on the part of interest) if it determines in good faith that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee or any Holdersas to the absence of default.
Appears in 2 contracts
Sources: Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest on, or upon:
Liquidated Damages with respect to, the Senior Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Senior Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by Anvil to comply with Section 4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Indenture; (iv) failure by Anvil for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Senior Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Anvil or NXP Funding any of its Restricted Subsidiaries or a Significant Subsidiary Holdings (or the payment of which is Guaranteed guaranteed by the Company Anvil or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company its Restricted Subsidiaries or NXP Funding or a Significant Subsidiary Holdings) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by Anvil or any of the Parent, the Company, NXP Funding its Restricted Subsidiaries or a Significant Subsidiary Holdings to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$3.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Subsidiary Guarantor, will deny or the Parent denies or disaffirms in writing disaffirm its obligations under its the Subsidiary Guarantee, other than in accordance with the terms thereof or upon release of ; (viii) the Guarantee will be held in accordance any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or Holdings, or any Person acting on behalf of Holdings, will deny or disaffirm its obligations under the Guarantee and (ix) certain events of bankruptcy or insolvency with the Indenture.
(b) A default under Sections 6.01(a)(3)respect to Holdings, 6.01(a)(4) Anvil or 6.01(a)(6) any of the Indenture will not its Significant Subsidiaries or group of Restricted Subsidiaries that, together, would constitute an a Significant Subsidiary. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Senior Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Senior Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to Holdings, Anvil, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes will become due and payable without further action or notice. Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Senior Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, premium and accrued and unpaid interest, including Additional AmountsLiquidated Damages, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Senior Notes. Anvil is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Anvil is required upon becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Cottontops Inc), Indenture (Anvil Holdings Inc)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on, or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or other agreements in the Parent’s obligations under Article 4 or 5 Indenture, the Notes and the Guarantees of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenturewith respect to any Guarantor);
; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding final judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $50.0 million (exclusive in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the judgment becomes final and non-appealable; and
(7) Indenture, any Guarantee of the Guarantee ceases Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Guarantee of the Guarantee in accordance with Notes; (7) the Indenture.
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) A default consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under Sections 6.01(a)(3any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), 6.01(a)(4(b) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3c), 6.01(a)(4the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or 6.01(a)(6) any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (7) and (8) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of the applicable series of Notes under the Indenture by written notice conducting any proceeding for exercising any remedy available to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture with respect to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthis Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Inc /De/), Indenture (Owens Illinois Group Inc)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on, or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or other agreements in the Parent’s obligations under Article 4 or 5 Indenture, the Notes and the Guarantees of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenturewith respect to any Guarantor);
; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness ▇▇▇▇▇▇▇▇▇▇▇▇ for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding final judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $50.0 million (exclusive in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the judgment becomes final and non-appealable; and
(7) Indenture, any Guarantee of the Guarantee ceases Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Guarantee of the Guarantee in accordance with Notes; (7) the Indenture.
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) A default consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under Sections 6.01(a)(3any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), 6.01(a)(4(b) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3c), 6.01(a)(4the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or 6.01(a)(6) any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (7) and (8) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of the applicable series of Notes under the Indenture by written notice conducting any proceeding for exercising any remedy available to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture with respect to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthis Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Inc /De/), Indenture (Owens Illinois Group Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on the Notes; (iii) failure by the Parent Company or any Note issued under of its Restricted Subsidiaries to comply with Sections 4.06 and 5.01 of the Indenture; (iv) failure by the Parent Company or any of its Restricted Subsidiaries to comply with any other agreements in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price Notes for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 60 days after written notice to the Parent Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Parent Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $35.0 million or more;
; (5vi) the failure by the Parent Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Note Guarantee ceases of a Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Note Guarantee; (viii) certain events of bankruptcy or insolvency with respect to the Parent Company or any Restricted Subsidiary that is a Significant Subsidiary, other than or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (ix) with respect to any Collateral having a fair market value in accordance with excess of $10.0 million, individually or in the terms thereof aggregate, (a) any default or upon release breach by the Company or any Guarantor in the performance of its obligations under the Security Documents or the Indenture which adversely affects in any material respect the condition or value of the Guarantee in accordance with Collateral or the Indenture.
(b) A default under Sections 6.01(a)(3)enforceability, 6.01(a)(4) validity, perfection or 6.01(a)(6) priority of the Indenture will not constitute an Event Notes Priority Liens, taken as a whole, and continuance of Default until such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 3025% in aggregate principal amount of the outstanding Notes notes, or (b) any security interest created under the Security Documents or under the Indenture notify is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Issuers and Trustee (as applicable) Company or any Guarantor asserts, in any pleading in any court of the default and the Issuers do not cure such default within the time specified competent jurisdiction, that any security interest in Sections 6.01(a)(3), 6.01(a)(4) any Collateral is invalid or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) unenforceable. If an any Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the principal ofParent Company, premiumCompany, if anyany Restricted Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and accrued and unpaid interest, including Additional Amounts, if any, on all payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a series majority in principal amount of the then outstanding Notes will may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. If an Event of Default occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable without any declaration payable, to the extent permitted by law, anything in the Indenture or other act on herein to the part contrary notwithstanding. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Parent Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any HoldersDefault or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include in summary form: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture additional interest when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with on the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Securities; (2ii) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due Securities at its Stated Maturity Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or otherwise otherwise; (including iii) the failure by the Issuers to pay comply with its obligations under Article IV of the repurchase price for Indenture; (iv) default in the performance of any of the obligations described under Section 3.9 or Section 3.7 inclusive or under the covenants described under Article III inclusive of the Indenture and such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues shall have continued for a period of two days;
(3) failure to comply for 90 30 days after written the Issuers shall have been given notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (ii) above and other than a failure to comply with Section 6.01(a)(14.1 which is covered by clause (iii); (v) or 6.01.a)2) default in the performance of any of the Indenture);
agreements contained in the Indenture and such default shall have continued for a period of 60 days after the Issuers shall have been given notice; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or NXP Funding or a Significant Subsidiary any of their Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any each of the Parent, the Company or NXP Funding Issuers or a Significant Restricted Subsidiary of such Issuer, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness; or
(B“Payment Default”) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; (the “cross acceleration provision”) and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
; (5vii) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding the Co-Issuer or any Restricted Subsidiary (pursuant to or within the meaning of any Bankruptcy Law): (a) commences a Significant Subsidiary institutes or voluntary insolvency proceeding; (b) consents to the institution entry of an order for relief against it in an involuntary insolvency proceeding; (c) consents to the appointment of a custodian of it or for any proceeding under any Debtor Relief Law, substantial part of its property; or (d) makes an a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, or applies for or consents to that the appointment liquidation of any receiverRestricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, trusteeshall not constitute an Event of Default under this clause (vii); (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, custodianthe Co-Issuer or any restricted Subsidiary in an involuntary insolvency proceeding; (b) appoints a Custodian of the Company, conservator, liquidator, rehabilitator, administrator, administrative receiver the Co-Issuer or similar office with respect to an event any Restricted Subsidiary or for any substantial part of bankruptcy, insolvency or court protectionits property; or (c) orders the winding up or liquidation of the Company, the Co-Issuer or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver Restricted Subsidiary; or (d) grants any similar office with respect to an event of bankruptcy, insolvency relief under any foreign laws; and in each case the order or court protection is appointed without the application or consent of such Person decree remains unstayed and the appointment continues undischarged or unstayed in effect for sixty (60) calendar 60 days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6ix) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Parentlatest audited consolidated financial statements for the Company and its Restricted Subsidiaries), the Company, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $5.0 million (exclusive net of any amounts that with respect to which a solvent reputable and creditworthy insurance company has acknowledged liability forfor in writing), which judgments are not paid, discharged or stayed for a period of 60 days after (the “judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effectdefault provision”). However, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A a default under Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture will not constitute an Event of Default until the Trustee or the Holders Securityholders of 30at least 25% in aggregate principal amount of the outstanding Notes under the Indenture Securities notify the Issuers and Trustee (as applicable) the Trustee, in the case of a notice given by the Securityholders, of the default and the Issuers do does not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture, as applicable, hereof after receipt of such notice.
(c) . If an Event of Default occurs and is continuing (other than an Event of Default described in Section 6.01(a)(5clause (vii) of the Indenture) occurs and is continuingabove), the Trustee by notice to any Issuer or the Holders Securityholders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, Securities may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency are Events of Default which will result in the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately Securities being due and payable without any declaration immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or other act on the part Securities except as provided in this Indenture. The Trustee may refuse to enforce this Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Securityholders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any Holderscontinuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 2 contracts
Sources: Indenture (Star Gas Partners Lp), Indenture (Star Gas Finance Co)
Defaults and Remedies. (a) The Each of the following events constitute is an “Events Event of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) failure by the Company or any Restricted Subsidiary to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any its other agreements under the Indenture; provided that in the case of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under failure to comply with Section 6.01(a)(1) or 6.01.a)2) 4.10 of the Indenture), such period of continuance of such default or breach shall be 90 days after notice described in this clause (3) is given;
(4) [Reserved];
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a the failure to pay principal of such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon the expiration of the thereof (after giving effect to any applicable grace period periods provided in such Indebtedness) (“payment default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25 million or more;
(56) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding Company or a Significant Subsidiary institutes or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:
(A) commences proceedings to be adjudicated bankrupt or insolvent;
(B) consents to the institution of any proceeding under any Debtor Relief Lawbankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;
(C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;
(D) makes an a general assignment for the benefit of its creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection or
(E) generally is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of not paying its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceedingdebts as they become due;
(67) failure by the Company or any Significant Subsidiary or any group of the ParentRestricted Subsidiaries that, the Companytaken together, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million ($25 million, exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealablefinal;
(8) [Reserved]; and
(79) [Reserved]. The foregoing shall constitute Events of Default whatever the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an reason for any such Event of Default until the Trustee and whether it is voluntary or the Holders involuntary or is effected by operation of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) law or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice pursuant to any Issuer judgment, decree or the Holders order of at least 30% in aggregate principal amount any court of the outstanding Notes any order, rule or regulation of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy administrative or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersgovernmental body.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Defaults and Remedies. An Event of Default is: (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest the principal of, or Additional Amountspremium, if any, on any Note issued under the Indenture Notes, when due and payableat maturity, if that upon repurchase, upon acceleration or otherwise; (b) default continues for a period of 30 days, or failure to comply for 30 days with or more in payment of any installment of interest on the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Notes; (2c) default in the payment of the principal amount Designated Event Payment in respect of the Notes on the date therefor or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay provide timely notice of a Designated Event; (d) default by the repurchase price for such Notes tendered pursuant to an Offer to PurchaseCompany (other than a default set forth in clause (a), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1b) or 6.01.a)2(c) above) for 60 days or more after notice in the observance or performance of any other covenants in the Indenture);
; (4e) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Material Subsidiaries (or the payment of which is Guaranteed guaranteed or secured by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Material Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, which default:
default (Ai) is caused by a failure to pay when due any principal at the Stated Maturity on of such Indebtedness, immediately upon the expiration of indebtedness within the grace period provided for in such Indebtedness; or
indebtedness, which failure continues beyond any applicable grace period (Ba "Payment Default"), or (ii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity not (without such acceleration being rescinded or cured within 30 days after such acceleration; annulled) and, in each case, the aggregate principal amount of any such Indebtednessindebtedness, together with the aggregate principal amount of any other such Indebtedness indebtedness under which there has been is a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million $25,000,000 (or more;
its foreign currency equivalent) or more and such Payment Default is not cured or such acceleration is not annulled within 10 days after notice; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6f) failure by the Company or any Material Subsidiary of the Parent, the Company, NXP Funding or a Significant Subsidiary Company to pay final final, nonappealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating in excess of €200.0 million $25,000,000 (exclusive of any amounts that a solvent insurance company has acknowledged liability foror its foreign currency equivalent), which judgments are not paidstayed, bonded or discharged or stayed for a period of within 60 days after the judgment becomes final and non-appealabletheir entry; and
(7g) the Guarantee ceases to be in full force and effectcertain events involving bankruptcy, other than in accordance with the terms insolvency or reorganization of the Indenture Company or the Parent denies any Material Subsidiary; or disaffirms in writing its obligations under its Guarantee, other (h) default for more than in accordance with the terms thereof or upon release 5 Business Days of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) delivery of shares of Common Stock upon conversion of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) Notes. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of such series under the Indenture then outstanding to be due and payable. Notwithstanding the foregoingpayable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or bankruptcy, insolvency, or reorganization with respect to the Company, all outstanding Notes become due and payable without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require an indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal ofamount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except, among other things, a default in payment of principal, premium, if any, and accrued and unpaid or interest, including Additional Amounts, ) if any, on all it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersTrustee.
Appears in 2 contracts
Sources: Supplemental Indenture (Level 3 Communications Inc), First Supplemental Indenture (Level 3 Communications Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include in summary form: An “Event (i) default for 30 days in any payment when due of Default” occurs if or upon:
interest on any Note when due; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by an Issuer or any Guarantor to comply with its obligations under Section 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries to comply for 90 30 days after written notice with Sections 4.06 or 4.07 of the Indenture; (v) failure by an Issuer or any Guarantor to comply with any of its other agreements in the Indenture for 60 days after notice to the Issuers or a Guarantor by the Trustee on behalf of or to the Holders Issuers or a Guarantor and Trustee by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company ARP or NXP Funding or a Significant any Restricted Subsidiary of ARP (or the payment of which is Guaranteed guaranteed by the Company ARP or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any Restricted Subsidiary of the ParentARP), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $10.0 million or more;
; (5vii) any of the Parent (to the extent a guarantor under any series of Notes)failure by ARP, the Company, NXP Funding an Issuer or a Significant Subsidiary institutes or consents to the institution group of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit Restricted Subsidiaries of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or ARP that would constitute a Significant Subsidiary to pay final judgments by courts of competent jurisdiction aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Guarantee ceases of ARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture ARP, a Significant Subsidiary or the Parent denies group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall deny or disaffirms in writing disaffirm its obligations under its Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to ARP, other than in accordance with the terms thereof an Issuer or upon release any Restricted Subsidiary of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3)Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, 6.01(a)(4) or 6.01(a)(6) of the Indenture will not taken as a whole, would constitute an a Significant Subsidiary. If any Event of Default until occurs and is continuing, the Trustee may or at the request of the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, shall declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to an Issuer, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, or premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee Notes. The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers shall also deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute a Default, their status and what action the Issuers are taking or any Holdersproposing to take in respect thereof.
Appears in 2 contracts
Sources: Indenture (Atlas Resource Partners, L.P.), Indenture (Atlas Resource Partners, L.P.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest on the Notes or upon:
the Guarantees; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Notes or the Guarantees when due and payable, at its Stated Maturity or maturity, upon optional acceleration, redemption or otherwise otherwise, (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30not less than 25% in aggregate principal amount of the Notes then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
(A) default is caused by a failure to pay principal on such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (B) a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not rescinded been rescinded, annulled or cured within 30 days after 20 Business Days of receipt by the Company or such acceleration; Restricted Subsidiary of such notice) and, in each case, the aggregate due and payable principal amount of any such Indebtedness, together with the aggregate due and payable principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100 million or more;
; (5v) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment certain final judgments for the benefit payment of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues money that remain undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the such judgment becomes or judgments become final and non-appealable; and
and (7vi) certain events of bankruptcy or insolvency with respect to the Guarantee ceases to be in full force and effect, other than in accordance with the terms Company or any of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Significant Subsidiaries. If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal ofamount, premiumtogether with any accrued and unpaid interest, if any, and accrued and unpaid interest, including Additional Amountspremium, if any, on all the Notes of such series under the Indenture and Guarantees to be due and payablepayable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes. References herein to interest due in respect of the Notes of a series of Notes will become and be immediately due and shall include any liquidated damages payable without any declaration or other act on the part pursuant to Section 6.02 of the Trustee or any HoldersIndenture.
Appears in 2 contracts
Sources: Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become dueEvent;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(16.01 (a)(1) or 6.01.a)26.01(a)(2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company either Issuer or NXP Funding or a any of its Significant Subsidiary Subsidiaries (or the payment of which is Guaranteed by the Company either Issuer or NXP Funding or a any of its Significant SubsidiarySubsidiaries) other than Indebtedness owed to any of the Parent, the Company or NXP Funding either Issuer or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(Aa) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding either Issuer or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, ; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by the Issuers or any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the any Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent a Guarantor denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, continuing the Trustee by notice to any either Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Defaults and Remedies. Under the Indenture, Events of Default include (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default a Default in any payment of interest or Additional Amounts, if any, on any Note issued under when the Indenture when same becomes due and payablepayable occurs, if that and such default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with ; (b) a Change of Control Triggering Event after such notice has become due;
(2) default Default in the payment of the principal amount of or premium, if any, on any Note issued under when the Indenture when same becomes due and payable at its Stated Maturity or occurs, upon optional redemption or otherwise otherwise; (including c) the failure Company or any guarantor fails to pay comply with any of its agreements in the repurchase price for Notes, the Indenture or any guarantee of the Notes, as applicable (other than those referred to in (a) or (b) above) and such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 60 days after written the notice specified below; (d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Trustee on behalf of the Holders or by the Holders of 30% Company in aggregate an individual principal amount outstanding of the outstanding Notes with any of the Issuers’ at least $50,000,000 or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or NXP Funding shall hereafter be created, which default shall constitute a failure to pay $50,000,000 or more of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such payment being made in full or such acceleration having been rescinded or annulled, within a Significant Subsidiary period of 30 days after the notice specified below; (e) any guarantee with respect to the Notes ceases for any reason to be, or the payment of which is Guaranteed asserted by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed the guarantor not to any of the Parentbe, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than effect and enforceable in accordance with its terms except to the terms extent contemplated by this Indenture and any such guarantee of the Indenture Notes; and (f) certain events of bankruptcy or insolvency involving the Parent denies Company or disaffirms in writing its obligations any guarantor. A Default with respect to Notes under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
clause (bc) A default under Sections 6.01(a)(3), 6.01(a)(4and (d) or 6.01(a)(6) of the Indenture will above is not constitute an Event of Default until the Trustee (by written notice to the Company) or the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes under (by written notice to the Indenture notify Company and the Issuers and Trustee (as applicableTrustee) gives notice of the default Default and the Issuers do Company does not cure such default Default within the time specified in Sections 6.01(a)(3), 6.01(a)(4said clause (c) or 6.01(a)(6) of the Indenture(d), as applicable, after receipt of such notice.
(c) . Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency involving the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all Company are Events of Default which will result in the Notes of a series of Notes will become and be immediately being due and payable without any declaration immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or other act on the part Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any Holderscontinuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it in good faith determines that withholding notice is not opposed to their interest.
Appears in 2 contracts
Sources: First Supplemental Indenture (Southwest Gas Corp), First Supplemental Indenture (Southwest Gas Corp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specifically described in the Indenture: An “Event ) (i) default for 30 days in payment of Default” occurs if or upon:
interest when due on the Securities; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due Securities at its Stated Maturity Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise otherwise; (including iii) the failure by the Company or any Subsidiary Guarantor to pay comply with its obligations under Article IV or Section 10.2(b) of the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
Indenture; (3iv) failure by the Company to comply for 90 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s its obligations under Article 4 or 5 the covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 3.20 of the Indenture (in each case, other than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under Section 6.01(a)(1clause (ii) above); (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Indenture or 6.01.a)2) of under the Indenture);
Securities; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay when due principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon the expiration of Indebtedness within the grace period provided in such Indebtedness; or
Indebtedness (B“payment default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; final Stated Maturity (the “cross acceleration provision”) and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $15.0 million or more;
; (5vii) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event certain events of bankruptcy, insolvency or court protectionreorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”); or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Parentlatest audited consolidated financial statements for the Company and its Restricted Subsidiaries), the Company, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $15.0 million (exclusive net of any amounts that a solvent reputable and creditworthy insurance company has acknowledged liability forfor in writing), which judgments are not paid, discharged or stayed for a period of 60 days after (the “judgment becomes final default provision”); or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited financial statements for the Company and non-appealable; and
(7) the Guarantee its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect, other than in accordance with effect (except as contemplated by the terms of the Indenture Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or a group of Subsidiary Guarantors that taken together as of the Parent latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms in writing its obligations under the Indenture or its Subsidiary Guarantee. However, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A a default under Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 3025% in aggregate principal amount of the outstanding Notes under the Indenture Securities notify the Issuers and Trustee (as applicable) Company of the default and the Issuers do Company does not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture, as applicable, hereof after receipt of such notice.
(c) . If an Event of Default (other than an Event of Default described in Section 6.01(a)(5(vii) of the Indenturehereof) occurs and is continuing, the Trustee by notice to any Issuer the Company or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, Securities may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of a series of Notes Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 2 contracts
Sources: Indenture (J.M. Tull Metals Company, Inc.), Indenture (Ryerson Tull Inc /De/)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (its other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default:
if that default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
(5) ; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $50.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy, other than in accordance insolvency or reorganization with respect to the terms thereof or upon release Company, Finance Corp., any of the Guarantee Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4Section 6.01(i) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(66.01(j) of the Indenture, as applicable, after receipt of such notice.
(c) . If an any Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee Trustee, by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture Notes, by written notice to any Issuer the Issuers and the Trustee, maymay declare all the Notes to be due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 of the Indenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid interest, including Additional AmountsInterest, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid thereon. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest, including premium or Additional AmountsInterest) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, interest or Additional Interest, if any, on all on, the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Global Partners Lp), Indenture (Global Partners Lp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on, or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ other agreements in the Indenture, the Notes, the Guarantees of the Notes (with respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or the Parent’s property to secure its obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of and the IndentureNotes);
; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding final judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $50.0 million (exclusive in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the judgment becomes final Indenture or the Collateral Documents, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; and
(7) the Guarantee Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, any amendments thereto and the provisions of the Indenture, any of the Collateral Documents ceases to be in full force and effecteffect or ceases to be effective, other than in accordance with all material respects, to create the terms Lien purported to be created in the Collateral in favor of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount the Notes for 60 days after notice; and (10) failure by OI Group or any of its Restricted Subsidiaries to comply with the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) provisions of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) 4.10 or 6.01(a)(6) 4.11 or Article 5 of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (7) and (8) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of the applicable series of Notes under the Indenture by written notice conducting any proceeding for exercising any remedy available to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture with respect to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthis Note.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Owens Illinois Inc /De/), Fourth Supplemental Indenture (Owens Illinois Group Inc)
Defaults and Remedies. (a) The following events constitute “Events Company is advised and recognizes that the Issuer will assign all of Default” its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture: An “. All rights of the Issuer (other than Unassigned Issuer's Rights) against the Company arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, without making the Issuer a party.
(b) The following shall constitute an "Event of Default” occurs if or upon" hereunder:
(1i) Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or
(ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the Trustee shall have given written notice to the Company specifying such default; or
(iii) Failure to pay the principal of or interest on any Indebtedness of the Company for borrowed money, as and when the same shall become due and payable by the lapse of time, by declaration, by call for redemption or otherwise, and such default in any payment shall continue beyond the period of interest or Additional Amountsgrace, if any, on allowed with respect thereto; or
(iv) Default or the happening of any Note event shall occur under any indenture, agreement, or other instrument under which any Indebtedness of the Company for borrowed money in excess of $250,000 may be issued under the Indenture when due and payable, if that such default continues or event shall continue for a period of 30 days, or failure time sufficient to comply for 30 days with permit the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment acceleration of the principal amount maturity of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf Indebtedness of the Holders or by the Holders of 30% in aggregate principal amount of the Company outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtednessthereunder; or
(Bv) results Default shall occur in the acceleration of such Indebtedness prior to its express maturity not rescinded observance or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount performance of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default covenant or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or moreagreement contained in Sections 7.9 through 7.12 hereof;
(5vi) any Subject to Section 7.1(c) of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law Indenture relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar daysforce majeure, or an order for relief is entered in any such proceeding;
(6) failure by the Company to observe or perform any of other covenant, condition or agreement on its part to be observed or performed under the ParentIndenture or the Loan Agreement, the Companyother than as referred to in subsections (i) through (v) inclusive above, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, is given to the judgment becomes final and non-appealable; and
(7) Company by the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture Issuer or the Parent denies or disaffirms Trustee; provided, however, that if the failure stated in writing its obligations under its Guaranteethe notice is such that can be remedied but not within such 60-day period, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will it shall not constitute an Event of Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is diligently pursued until the Trustee default is remedied; or
(vii) Final judgment or judgments for the Holders payment of 30% money aggregating in aggregate principal amount excess of $250,000 is or are outstanding against the Company or against any Property or assets of the outstanding Notes Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry; or
(viii) The occurrence of an Event of Default under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If Upon the occurrence of an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuingDefault, the Trustee by notice to any Issuer (or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events out of bankruptcy or insolvencyUnassigned Issuer's Rights, the principal ofIssuer) shall have the power to proceed with any right or remedy granted by the Constitution and laws of the Commonwealth, premium, if any, and accrued and unpaid interestas it may deem best, including Additional Amountswithout limitation any suit, if anyaction or special proceeding in equity or at law, on including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the Notes provisions of a series Section 7.1(c) of Notes will become the Indenture relating to force majeure. Upon the occurrence of an Event of Default under Section 7.1(a)(ii) of the Indenture and be upon the occurrence of any other Event of Default under the Indenture pursuant to the terms of which the Trustee shall have declared the Bonds immediately due and payable without any declaration or payable, then all payments required to be made by the Company under Section 6.4(b) (other act on than interest not yet accrued) shall become immediately due and payable.
(d) Any amounts collected for non-payment of amounts described in Section 6.4 hereof pursuant to actions taken under this Section shall be paid into the part Debt Service Fund and applied in accordance with the provisions of the Trustee or any HoldersIndenture.
Appears in 2 contracts
Sources: Loan Agreement (York Water Co), Loan Agreement (York Water Co)
Defaults and Remedies. (a) The Each of the following events constitute is an “Events Event of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) failure by the Company or any Restricted Subsidiary to comply for 90 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s its obligations under Article 4 or Article 5 of the Indenture (in each case, other than a failure to purchase Notes, which will constitute an Event of Default under Section 6.01(a)(1) or 6.01.a)26.01(a)(2) of the Indenture);
(4) failure by the Company, any Restricted Subsidiary or any other grantor of a Lien over the Notes Collateral to comply for 60 days after notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes with its other agreements contained in the Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Notes Security Documents;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a the failure to pay principal of such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon the expiration of the thereof (after giving effect to any applicable grace period periods provided in such Indebtedness) (“payment default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25 million or more;
(56) any of (i) the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding Company or a Significant Subsidiary institutes or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: (A) commences proceedings to be adjudicated bankrupt or insolvent; (B) consents to the institution of any proceeding under any Debtor Relief Lawbankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; (C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; (D) makes an a general assignment for the benefit of its creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection (E) generally is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of not paying its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceedingdebts as they become due;
(67) failure by the Company or any Significant Subsidiary or any group of the ParentRestricted Subsidiaries that, the Companytaken together, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million ($25 million, exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; andfinal;
(7) 8) any security interest under the Guarantee ceases Notes Security Documents shall, at any time, cease to be in full force and effect, effect (other than in accordance with the terms of the relevant Notes Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Indenture) with respect to Notes Collateral having a fair market value in excess of $10 million for any reason other than the satisfaction in full of all obligations under the Indenture or the Parent release of any such security interest in accordance with the terms of the Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Notes Security Documents or any such security interest created thereunder shall be declared invalid or unenforceable and the Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; and
(9) any Note Guarantee by the Company or a Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee or the Indenture) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its obligations under its Guarantee, other than Note Guarantee and any such Default continues for 10 days after the notice specified in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) . The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court of any order, rule or regulation of any administrative or governmental body. A default under Sections 6.01(a)(3clauses (3), 6.01(a)(4) (4), (5), (7), (8) or 6.01(a)(6(9) of the Indenture this first paragraph of this section will not constitute an Event of Default until the Trustee or the Holders of 3025% in aggregate principal amount of the outstanding Notes under the this Indenture notify the Issuers and Trustee (as applicable) Company of the default and, with respect to clauses (3), (4), (5), (7), (8) and (9) of this first paragraph of this section the Issuers do Company does not cure such default within the time specified in Sections 6.01(a)(3clauses (3), 6.01(a)(4) (4), (5), (7), (8) or 6.01(a)(6(9) of the Indenturethis first paragraph of this section, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of Default described in Section 6.01(a)(56.01(a)(6) of the Indenture) Indenture occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes, the Trustee shall, declare all the Notes to be due and payable immediately. The Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default) unless a written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) of the Indenture has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) of the Indenture shall be remedied or cured, or waived by the holders of the relevant Indebtedness, or the relevant Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any the payment when due of interest or Additional AmountsInterest, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Notes; (2ii) default in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, which default:
if such default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or premium or interest, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million in excess of $30.0 million, provided that if any such Payment Default is cured or more;
(5) waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Subsidiaries to pay final judgments aggregating in excess of €200.0 $30.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy, other than in accordance insolvency or reorganization with respect to the terms thereof or upon release Company, Finance Corp., any of the Guarantee Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4Section 6.01(i) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(66.01(j) of the Indenture, as applicable, after receipt of such notice.
(c) . If an any Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee Trustee, by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture Notes, by written notice to any Issuer the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, of or premium, if any, and accrued and unpaid interest, including interest or Additional AmountsInterest, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Crosstex Energy Lp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
Default include (1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2i) default in the payment of contingent interest when the principal amount same becomes due and payable or of or premium, if any, on any Note issued under the Indenture when interest which becomes due at its Stated Maturity or and payable upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice exercise by the Trustee on behalf Company of the Holders or by the Holders of 30% its option provided for in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under paragraph 12 hereof and Article 4 or 5 10 of the Indenture which default in either case continues for 30 days; (ii) default in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) payment of the IndenturePrincipal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event, the Restated Principal Amount);
, Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (4iii) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed failure by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed Guarantor to comply with any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided its other agreements in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its GuaranteeSecurities, other than in accordance with the terms thereof or upon release subject to notice and lapse of time; (iv) (a) failure of the Guarantee Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in accordance an amount (taken together with the Indenture.
amounts in (b) A below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default under Sections 6.01(a)(3)with respect to such Debt without such Debt having been discharged or such acceleration having been cured, 6.01(a)(4waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or 6.01(a)(6(b) of above shall cease or be cured, waived, rescinded or annulled, then the Indenture will not constitute an Event of Default until the Trustee by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) insolvency. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer Trustee, or the Holders of at least 3025% in aggregate principal amount Principal Amount at Maturity of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee Securities at the request of such Holders shalltime outstanding, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency are Events of Default which will result in the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately Securities becoming due and payable without any declaration immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or other act on the part Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any Holderscontinuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.
Appears in 2 contracts
Sources: Indenture (Countrywide Home Loans Inc), Indenture (Countrywide Financial Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Under the Indenture: An “, each of the following is an Event of Default” occurs if or upon:
(1) a default in any the payment of interest or Additional Amountson the Notes when due, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) a default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Maturity, upon redemption, upon required purchase, upon declaration of acceleration or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply with its obligations under Section 5.1 of the Indenture regarding certain mergers and consolidations;
(4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of its obligations, covenants or other agreements under the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1a default referred to in clauses (1) or 6.01.a)2(2) of the Indentureor (3) above);
(45) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Company, the Issuer or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentCompany, the Company Issuer or NXP Funding or a Significant Subsidiary any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal on such Indebtedness at the its Stated Maturity on such Indebtedness, immediately upon the expiration of the (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration(the “cross acceleration provision”); and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodunpaid, aggregates to €200.0 $150 million or more;
more (5) any of the Parent (to the extent a guarantor under any series of Notesor its foreign currency equivalent), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $150 million (exclusive or its foreign currency equivalent) (net of any amounts that covered by a solvent reputable and creditworthy insurance company has acknowledged liability forcompany), which judgments are not paid, discharged or stayed for a period of 60 90 days or more after the such judgment becomes final and non-appealable; andappealable (the “judgment default provision”);
(7) (A) the Guarantee ceases to be in full force and effectCompany, other than in accordance with the terms Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the Indenture date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an involuntary case or the Parent denies filing by it of a petition or disaffirms in writing its obligations answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.applicable Bankruptcy Law;
(biii) A default under Sections 6.01(a)(3), 6.01(a)(4) consents to the appointment of a Bankruptcy Custodian of it or 6.01(a)(6) for any substantial part of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.its property; or
(civ) If an Event makes a general assignment for the benefit of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice its creditors; or takes any comparable action under any foreign laws relating to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.; or
Appears in 2 contracts
Sources: Indenture (Alcoa Corp), Indenture (Alcoa Corp)
Defaults and Remedies. (a) The following events constitute In the event that any Co-Owner fails to perform any monetary or non-monetary obligation under this Agreement, the non-defaulting Co-Owner shall give the defaulting Co-Owner written notice of such default, and if the defaulting Co-Owner does not cure such default within thirty (30) days after receiving such notice, such default shall be deemed a “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenturehereunder.
(b) A In the event that Co-Owner fails to pay or fulfill its obligations related to its Property Interest, and there is a default under Sections 6.01(a)(3)claimed against, 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee lien or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure encumberance recorded against, such default within the time specified in Sections 6.01(a)(3)Co-Owner’s Property Interest, 6.01(a)(4) such default, lien or 6.01(a)(6) of the Indenture, as applicable, after receipt of such noticeencumbrance shall be deemed a “Default” hereunder.
(c) If an Event In the event of a Default, in addition to any and all other rights and remedies that the non-defaulting Co-Owner may have hereunder or at law or in equity, the non-defaulting Co-Owner shall be entitled to: (i) cure such Default and to be reimbursed by the defaulting Co-Owner for any amounts that the non-defaulting Co-Owner expends as a result of the Default (other than an Event including, without limitation, any amounts advanced by the non-defaulting Co-Owner to cure such Default and any attorneys fees associated with cure of Default described the problem), together with interest on such amounts at the rate of five percent (5%) per annum from the date of such expenditure until repaid (“Advances”); or (ii) place a specific lien against the defaulting Co-Owner's interest in Section 6.01(a)(5the Property in the above amount as permitted by law. In the event of a refinancing, the non-defaulting Co-Owner shall have the right to reimbursement under subpart (c)(i) of this Section for any Advances before the Indentureproceeds of any sale or refinancing are distributed to the Co-Owners.
(d) occurs and is continuing, In the Trustee by notice to any Issuer event of a sale of all or the Holders of at least 30% in aggregate principal amount substantially all of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to Coolisys' assets or any Issuer and the Trusteebankruptcy, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal ofadministration, premiumreceivership, if anyliquidation or similar proceedings that is initiated with respect to Coolisys and not dismissed within 60 days, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will Trustee’s right to purchase Coolisys’ Property Interest pursuant to Section 8.1 shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersfully vested.
Appears in 2 contracts
Sources: Tenancy in Common Agreement, Tenancy in Common Agreement (Digital Power Corp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on, or Additional AmountsInterest, if any, on any Note issued under with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or other agreements in the Parent’s obligations under Article 4 or 5 Indenture, the Notes and the Guarantees of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenturewith respect to any Guarantor);
; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding final judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $50.0 million (exclusive in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the judgment becomes final and non-appealable; and
(7) Indenture, any Guarantee of the Guarantee ceases Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Guarantee of the Guarantee in accordance with Notes; (7) the Indenture.
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) A default consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under Sections 6.01(a)(3any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), 6.01(a)(4(b) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3c), 6.01(a)(4the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or 6.01(a)(6) any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (7) and (8) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of the applicable series of Notes under the Indenture by written notice conducting any proceeding for exercising any remedy available to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture with respect to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthis Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Group Inc), Indenture (Owens-Illinois Healthcare Packaging Inc.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on the Notes; (2) default in the payment when due of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
Notes; (3) failure by the Company or a Subsidiary Guarantor to comply with any covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
then outstanding; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced document evidencing any Indebtedness indebtedness for borrowed money borrowed by the Company or NXP Funding or a Significant any Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentGuarantor, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee indebtedness now exists, exists or is created after the Issue Date, which if that default:
: (A) is caused by a failure to pay principal when due at the Stated Maturity final (and not any interim) maturity on such Indebtedness, immediately upon or prior to the expiration of the any grace period provided in such Indebtednessindebtedness (a “Payment Default”); or
or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity not rescinded (without such acceleration having been rescinded, annulled or cured within 30 days after such acceleration; otherwise cured), and, in each case, the aggregate principal amount of any such Indebtednessindebtedness, together with the aggregate principal amount of any other such Indebtedness indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after (without such 30 day periodacceleration having been rescinded, annulled or otherwise cured), aggregates to €200.0 $300.0 million or more;
; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion); (5) except as permitted by this Indenture, any Subsidiary Guarantee of the Parent any Subsidiary Guarantor (to the extent a guarantor under or any series group of Notes), the Company, NXP Funding or Subsidiary Guarantors) that constitutes a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered shall be held in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (7other than in accordance with its terms) the Guarantee ceases to be in full force and effecteffect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, other than in accordance with the terms or any Person acting on behalf of the Indenture any Subsidiary Guarantor (or the Parent denies any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirms disaffirm in writing its or their obligations under its Guaranteeor their Subsidiary Guarantees; and (6)(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, other than any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in accordance with the terms thereof an involuntary case; (ii) appoints a custodian for all or upon release substantially all of the Guarantee property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in accordance with each of clauses (i), (ii) or (iii), the Indenture.
order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) A default under Sections 6.01(a)(3)the Company, 6.01(a)(4) any Subsidiary Guarantor that is a Significant Subsidiary or 6.01(a)(6) any group of the Indenture will not Subsidiary Guarantors that, taken together, would constitute an Event of Default until the Trustee a Significant Subsidiary, pursuant to or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4meaning of Bankruptcy Law (i) or 6.01(a)(6commences a voluntary case; (ii) of consents to the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case entry of an Event of Default arising from certain events of bankruptcy or insolvency, order for relief against it in an involuntary case; (iii) consents to the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes appointment of a series custodian of Notes will become and be immediately due and payable without any declaration it or other act on for all or substantially all of its property; or (iv) makes a general assignment for the part benefit of the Trustee or any Holdersits creditors.
Appears in 2 contracts
Sources: Indenture (Vistra Energy Corp.), Indenture (Vistra Energy Corp.)
Defaults and Remedies. (a) The Each of the following events constitute is an “Events Event of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) failure by the Issuers or any Guarantor to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ agreement or the Parent’s obligations under Article 4 or 5 of obligation contained in the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1those set out in clauses (1) or 6.01.a)2(2) of the Indenturethis paragraph 13(a));
(4) the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Incurred or Guaranteed by the Company or NXP Funding or a any Significant Subsidiary) , other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now existsRestricted Subsidiary, or is created after the Issue Date, which defaultwhich:
(Aa) is caused by a failure to pay principal at the Stated Maturity on of such Indebtedness, immediately upon the expiration of the at its stated final maturity (after giving effect to any applicable grace period periods) provided in such IndebtednessIndebtedness (a “payment default”); or
(Bb) results in the acceleration of such Indebtedness prior to its express stated final maturity not rescinded or cured within 30 days after such acceleration; (the “cross acceleration provision”), and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated accelerated, is in excess of the greater of (x) $165.0 million and remains undischarged after such 30 day period, aggregates to €200.0 million or more(y) 30.0% of LTM EBITDA;
(5) any of the Parent following occurs:
(to the extent a) a guarantor under any series decree or order for relief in respect of Notes)either Issuer, the Company, NXP Funding Company or a Significant Subsidiary institutes in an involuntary case or proceeding under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional;
(b) a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional:
(i) adjudging that either Issuer, the Company or a Significant Subsidiary is bankrupt or insolvent;
(ii) other than on a solvent basis, seeking reorganization, arrangement, adjustment, proposal or composition of or in respect of any Issuer, the Company or that Significant Subsidiary;
(iii) other than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, assignee, trustee, sequestrator (or other similar official) for any substantial part of their respective properties; or
(iv) other than on a solvent basis, ordering the winding up, dissolution or liquidation of the affairs of either Issuer, the Company or a Significant Subsidiary, and any such decree, order or appointment continues to be in effect and unstayed for a period of 60 consecutive days; or
(c) either Issuer, the Company or a Significant Subsidiary:
(i) consents to the institution filing of a petition, application, answer, proposal or consent seeking reorganization or relief under any applicable Bankruptcy Law;
(ii) consents to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under any Debtor Relief applicable Bankruptcy Law;
(iii) consent to the commencement of any bankruptcy or insolvency in respect thereof under any applicable Bankruptcy Law;
(iv) other than on a solvent basis, consents to the appointment of, or taking possession by, a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, administrator, examiner, supervisor, assignee, trustee, sequestrator or similar official for any substantial part of their respective properties;
(v) other than on a solvent basis, makes an assignment or proposal for the benefit of creditors, its creditors generally; or
(vi) admits it is insolvent or applies for admits in writing its inability to pay its debts generally as they become due or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to commits an event “act of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding ” under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets applicable Bankruptcy Law, which, in each case, is instituted without the consent of such Person sanctioned by a court and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceedingbecomes unconditional;
(6) failure by any of the Parent, the Company, NXP Funding the Issuers or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 the greater of (x) $170.0 million and (exclusive y) 15.0% of LTM EBITDA, other than any amounts that a solvent judgments covered by indemnities provided by, or insurance company has acknowledged liability for)policies issued by, reputable and creditworthy companies, which final judgments are not paidremain unpaid, discharged or stayed undischarged and unstayed for a period of more than 60 days (after the receipt of notice as described in clause (b) below) after such judgment becomes final final, and non-appealable; andin the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”);
(7) the Guarantee ceases The Escrow Charge shall, at any time, cease to be in full force and effect, effect (other than in accordance with the terms of the relevant Escrow Agreement, the Escrow Charge, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Indenture) for any reason other than the satisfaction in full of all obligations under the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than release of any such security interest in accordance with the terms thereof or upon release of the Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Escrow Charge or any such security interest created thereunder shall be declared invalid or unenforceable or the Company or any Restricted Subsidiary shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 30 days;
(8) except as permitted under the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement (including with respect to any limitations), any Notes Guarantee of one or more Guarantors that together constitute a Significant Subsidiary (a “Significant Guarantor”) is held in accordance with any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or is denied or disaffirmed by such Significant Guarantor or any Person acting on behalf of it; and
(9) failure by the Issuers to consummate a Special Mandatory Redemption on the Special Mandatory Redemption Date as required under Section 3.08 of the Indenture.
(b) A default However, a Default under Sections 6.01(a)(3), 6.01(a)(4clauses (4) or 6.01(a)(6(6) of the Indenture paragraph 13(a) will not constitute an Event of Default until the Trustee or the Holders of at least 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers of the Default and, with respect to clauses (4) and Trustee (as applicable6) of paragraph 13(a), the default and the Issuers do Company does not cure such default Default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, 60 days after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5clause (5) of the Indentureparagraph 13(a)) occurs and is continuing, the Trustee by written notice to any Issuer the Company or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer the Issuers and the Trustee, Trustee may, and the Trustee (subject to certain conditions) at the request of such Holders shall, declare the principal of, premium, if any, of and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoingUpon such a declaration, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the such principal of, premium, if any, and accrued and unpaid interest, including Additional Amountsif any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section clause of (4) of paragraph 13(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) of paragraph 13(a) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction.
(d) If an Event of Default described in clause (5) of paragraph 13(a) with respect to the Issuers occurs and is continuing, the principal of and accrued and unpaid interest, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
(e) Holders may not enforce the Indenture or the Notes except as provided in the Indenture and subject to the Intercreditor Agreement and any Additional Intercreditor Agreement.
(f) Except as otherwise set forth in the Indenture, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. In the event an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has received written notice, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification and/or security satisfactory to the Trustee in its sole discretion against all fees, losses, liabilities and expenses caused by taking or not taking such action.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice payment when due of interest on the Notes whether or not prohibited by the subordination provisions in connection with a Change of Control Triggering Event after such notice has become due;
the Indenture; (2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Issuer or any Note issued under of its Subsidiaries to comply with the provisions of Section 7 hereof; (iv) failure by the Issuer or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price Notes for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 60 days after written notice to the Issuer by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company Issuer or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon thereof prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Issuer or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes such judgments have become final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; and
(7vii) certain events of bankruptcy or insolvency with respect to the Issuer, any of its Restricted Subsidiaries that are Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee ceases by a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Note Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer (upon the request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Issuer is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: First Supplemental Indenture (Lodgenet Entertainment Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on the Notes; (2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by Parent, the Company or any of Parent’s Restricted Subsidiaries for five Business Days to comply with the provisions of Section 4.15 or Section 5.01 of the Indenture; (iv) failure by Parent, the Company or any of Parent’s Restricted Subsidiaries for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes voting as a single class to comply with any of the Issuers’ other agreements in the Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Security Documents; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Parent, the Company or NXP Funding or a Significant Subsidiary any of Parent’s Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary any of Parent’s Restricted Subsidiaries), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, which if that default:
: (A) is caused by a failure to pay any portion of the principal at the Stated Maturity on of such Indebtedness, immediately upon Indebtedness when due and payable after the expiration of the grace period provided in such IndebtednessIndebtedness (a “Payment Default”); or
or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $30.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by any of the Parent, the Company, NXP Funding Company or a Significant Subsidiary any of Parent’s Restricted Subsidiaries to pay final and nonappealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of €200.0 $30.0 million (exclusive net of any amounts that a solvent which are covered by insurance company has acknowledged liability foror bonded), which judgments are not paid, waived, satisfied, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect (other than in accordance with the terms of such Note Guarantee, the Indenture or the Intercreditor Agreement) or Parent or any Subsidiary Guarantor, or any Person acting on behalf of Parent or any Subsidiary Guarantor denies or disaffirms in writing its obligations under its Note Guarantee; (viii) Parent, other than the Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy 2 For Initial Notes and Additional Notes only. Law that: (A) is for relief against Parent, the Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case; (B) appoints a custodian of Parent, the Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Parent, the Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of Parent, the Company or any of Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days; and (x) unless all the Collateral has been released from the applicable Liens in accordance with the terms thereof or upon release provisions of the Guarantee Security Documents or the Intercreditor Agreement, as applicable, default by Parent, the Company or any Subsidiary Guarantor of Parent in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) performance of the Indenture will Security Documents, or the occurrence of any other event, in each case that adversely affects the enforceability, validity, perfection or priority of such Liens on a material portion of the Collateral granted to the Collateral Agent for the benefit of the Trustee and the Holders, the repudiation or disaffirmation by Parent, the Company or any Subsidiary Guarantor of its material obligations under the Security Documents or the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against Parent, the Company or any Subsidiary Guarantor party thereto for any reason with respect to a material portion of the Collateral (which default, occurrence, repudiation, disaffirmation or determination is not constitute an Event of Default until rescinded, stayed or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured within 60 days after the Company receives notice thereof specifying such occurrence from the Trustee or the Holders of 30at least 25% of the outstanding principal amount of the Notes and demanding that such default, occurrence, repudiation, disaffirmation or determination be remedied).
(b) In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 of the Indenture, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. If any other Event of Default occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3)Notes, 6.01(a)(4) or 6.01(a)(6) of the Indenturethen outstanding, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer the Company (and to the TrusteeTrustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, of premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of such series under the Indenture to be immediately due and payable. Notwithstanding the foregoingUpon a declaration of acceleration, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the such principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and interest shall be immediately due due. and payable without any declaration or other act on the part of the Trustee or any Holderspayable.
Appears in 1 contract
Sources: Indenture (Swift Transportation Co)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest or Additional Amounts, if any, on any Note issued under the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or other agreements in the Parent’s obligations under Article 4 or 5 Indenture, the Notes and the Guarantees of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenturewith respect to any Guarantor);
; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding final judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $50.0 million (exclusive in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the judgment becomes final and non-appealable; and
(7) Indenture, any Guarantee of the Guarantee ceases Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Guarantee of the Guarantee in accordance with Notes; (7) the Indenture.
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) A default consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under Sections 6.01(a)(3any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), 6.01(a)(4(b) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3c), 6.01(a)(4the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or 6.01(a)(6) any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (7) and (8) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of the applicable series of Notes under the Indenture by written notice conducting any proceeding for exercising any remedy available to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture with respect to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthis Note.
Appears in 1 contract
Sources: Indenture (Owens Illinois Group Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest or upon:
Liquidated Damages on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.07, 4.09 or 4.13 of the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period 30 days from receipt of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30at least 25% of the principal amount of the Notes outstanding; (iv) failure by the Company to observe any other covenant, representation, warranty or other arrangement in the Indenture for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, which default:
default (Ai) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default"), or (ii) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
; (5vi) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of the Parent (to the extent its Significant Subsidiaries or any group of Subsidiaries that, taken as a guarantor under any series of Notes)whole, the Company, NXP Funding or would constitute a Significant Subsidiary institutes and such judgment or consents to judgments remain undischarged for a period (during which execution shall not be effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the institution aggregate of all such undischarged judgments exceeds $25.0 million (net of any proceeding under any Debtor Relief Law, amount covered by insurance); (vii) certain events of bankruptcy or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office insolvency with respect to an event of bankruptcy, insolvency or court protection; the Company or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; its Significant Subsidiaries or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part group of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar daysRestricted Subsidiaries that, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parenttaken as a whole, the Company, NXP Funding or would constitute a Significant Subsidiary pursuant to pay final judgments aggregating or within the meaning of Bankruptcy Law; and (viii) except as permitted by the Indenture, any Note Guarantee shall be held in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged judicial proceeding to be unenforceable or stayed invalid or shall cease for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases any reason to be in full force and effect, other than in accordance with the terms of the Indenture effect or the Parent denies any Guarantor or disaffirms in writing any Person acting on its behalf shall deny or disaffirm its obligations under its such Guarantor's Note Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Amerisourcebergen Corp)
Defaults and Remedies. (a) The Each of the following events constitute “Events constitutes an Event of Default” Default under the Indenture: An “Event (i) default for 15 days in the payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Subsidiaries to comply Sections 4.07, 4.08, 4.09, 4.10 or 4.14 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 90 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture, the Notes, the Subsidiary Guarantees or the Parent’s obligations under Article 4 or 5 of the Indenture Collateral Documents; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Subsidiaries (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba "PAYMENT DEFAULT") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under as to which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million $2,500,000 or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a its Significant Subsidiary Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$2,500,000, which judgments are not paid, discharged or stayed for a period of 60 days after 30 days; (vii) default by the judgment becomes final and non-appealableCompany or any Subsidiary in the performance of the Collateral Documents which adversely affects the enforceability or validity of the Lien in the Collateral or which adversely affects the condition or value of the Collateral in any material respect, any repudiation or disaffirmation by the Company or any Subsidiary of its Obligations under the Collateral Documents or the determination in a judicial proceeding that any Collateral Document is unenforceable or invalid against the Company or any of its Subsidiaries for any reason; and
(7viii) except as permitted by the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor, other than in accordance or any Person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to the terms Company or any of its Subsidiaries. Holders may not enforce the Indenture or the Parent denies or disaffirms Notes except as provided in writing its obligations under its Guaranteethe Indenture. Subject to certain limitations, other than Holders of a majority in accordance with the terms thereof or upon release principal amount of the Guarantee then outstanding Notes may direct the Trustee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) its exercise of any trust or 6.01(a)(6) power. The Trustee may withhold from Holders of the Indenture will not constitute an Notes notice of any continuing Default or Event of Default until (except a Default or Event of Default relating to the Trustee payment of principal, premium, if any, or the interest) if it determines that withholding notice is in their interest. The Holders of 30% a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) except a continuing Default or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event in the payment of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal ofinterest on, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (RBX Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with Section 5.01 of the Fifteenth Supplemental Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with Section 4.03 of the Fifteenth Supplemental Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of its other agreements in the Issuers’ Fifteenth Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Fifteenth Supplemental Indenture), the Base Indenture (as it relates to the Notes) or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, which default:
if such default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or premium or interest, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million in excess of $20.0 million, provided, however, that if any such Payment Default is cured or more;
(5) waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $20.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealabledays; and
(7viii) the any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its GuaranteeSubsidiary Guarantee (other than, other than in any such case, by reason of release of a Guarantor in accordance with the terms thereof or upon release Section 9.05 of the Guarantee Fifteenth Supplemental Indenture); and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4Section 6.01(a)(ix) or 6.01(a)(66.01(a)(x) of the Indenture will not constitute an Fifteenth Supplemental Indenture. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee Trustee, by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture Notes, by written notice to any Issuer the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Fifteenth Supplemental Indenture, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without further action or notice. Holders may not enforce the Fifteenth Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes except as provided in the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any declaration trust or other act power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the part of Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes), and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Genesis Energy Lp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest on, or upon:
Liquidated Damages with respect to, the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Subsidiary Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee, other than in accordance ; and (viii) certain events of bankruptcy or insolvency with respect to the terms thereof Company or upon release any of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an its Restricted Subsidiaries. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the principal ofCompany, premiumany Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, if anytaken together, and accrued and unpaid interestwould constitute a Significant Restricted Subsidiary, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without any declaration further action or other act on notice. Holders may not enforce the part Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Holderscontinuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on any Note; (2ii) default in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Note, whether upon maturity, acceleration, optional redemption, required repurchase or upon optional redemption or otherwise otherwise; (including the iii) failure to pay perform or comply with the repurchase price for such Notes tendered pursuant covenants described in Section 4.13; (iv) failure to an Offer to Purchaseperform or comply with any covenant, agreement or warranty in the Supplemental Indenture (other than specified in clauses (i), if that default (ii) or (iii) above) which failure continues for a period of two days;
(3) failure to comply for 90 60 days after written notice hereof has been given to the Issuer by the Trustee on behalf of or to the Holders or Issuer and the Trustee by the Holders holders of 30at least 25% in aggregate principal amount of the then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, exists or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon the expiration of the (after giving effect to any grace period provided in such Indebtednessrelated thereto) (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in Stated Maturity. In each case, the aggregate principal amount of any such IndebtednessIndebtedness as to which a Payment Default or acceleration shall have occurred, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
; (5vi) one or more final and non-appealable judgments, orders or decrees for the payment of money of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnitees or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry; (vii) a court having jurisdiction in the Parent premises enters (to x) a decree for order for relief in respect of the extent a guarantor Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any series applicable federal or state bankruptcy, insolvency, reorganization or similar law or (y) a decree or order adjudging the Issuer or any of Notes)its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the CompanyIssuer or any of its Significant Subsidiaries under any applicable federal or state law, NXP Funding or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiary institutes Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (viii) the Issuer or any of its Significant Subsidiaries: commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or consents to the institution entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any Debtor Relief Lawapplicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or any of any substantial part of its property; or makes an assignment for the benefit of creditors, ; or applies for admits in writing its inability to pay its debts generally as they become due; or consents to the appointment takes corporate action in furtherance of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protectionsuch action; or (ix) the Guarantee of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection Guarantor that is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, effect (other than in accordance with the terms of such Guarantee and the Indenture Indenture) or the Parent is declared null and void and unenforceable or is found invalid or any Guarantor denies or disaffirms in writing its obligations liability under its Guarantee, Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an and the Guarantee). If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture and the Trust Indenture Act. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the applicable series Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or the Supplemental Indenture and the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes under or that may involve the Indenture by written notice Trustee in personal liability. The Issuer is required to any Issuer and deliver to the Trustee, mayTrustee annually a statement regarding compliance with the Indenture, and the Trustee at the request Issuer is required upon becoming aware of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an any Default or Event of Default arising from certain events of bankruptcy or insolvencyDefault, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Defaults and Remedies. (a) The Each of the following events constitute “Events of Default” under the Indenture: An “constitutes an Event of Default” occurs if or upon:
: (1i) default for 30 days in the payment when due of interest on the Notes; (ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure to comply by the Company for 90 60 days after written notice by from the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of its other covenants, agreements or warranties in the Issuers’ Indenture, the Notes or the Parent’s obligations under Article 4 or 5 of the Indenture Security Documents; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant SubsidiaryCompany) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate hereof, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) default results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
more (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6v) failure by the Company or any of the Parent, the Company, NXP Funding or a its Significant Subsidiary Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vi) other than as permitted under the judgment becomes final and non-appealable; and
(7) Security Documents or the Guarantee terms of the Indenture, any of the Security Documents ceases to be in full force and effect, other than in accordance with the terms or any of the Indenture other Security Documents cease to give the Trustee the Security Interests, rights, powers and privileges purported to be created thereby, or any Security Document is declared null and void, or the Parent denies Company shall deny or disaffirms in writing disaffirm any of its obligations under its Guarantee, any Security Document or any Collateral becomes subject to any Lien other than in accordance Permitted Liens; and (vii) certain events of bankruptcy or insolvency with respect to the terms thereof Company or upon release any of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) its Significant Subsidiaries. If an any Event of Default (other than an Event of Default described in Section 6.01(a)(5under clause (vii) of the Indenturepreceding paragraph with respect to the Company or any Significant Subsidiary) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in clause (vii) of the preceding paragraph, with respect to the principal ofCompany or any Significant Subsidiary, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the outstanding Notes of a series of Notes will shall ipso facto become and be immediately due and payable without any declaration further action or other act notice on the part of the Trustee or any HoldersHolder. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 1 contract
Defaults and Remedies. An "EVENT OF DEFAULT" occurs if: (ai) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues Company defaults for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (ii) the Company defaults in the payment when due of principal amount of or premium, if any, on the Notes; (iii) the Company or any Note issued under the Indenture when due at of its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure Restricted Subsidiaries fails to comply with the provisions of Section 5.01 of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fails for 90 30 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of the Issuers’ provisions of Sections 4.07, 4.09, 4.10 or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) 4.15 of the Indenture);
; (4v) default the Company or any of its Restricted Subsidiaries fails for 60 days after notice to comply with any of the other agreements in the Indenture or the Notes; (vi) the Company or any of its Restricted Subsidiaries defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or any of its Restricted Subsidiaries (other than a Significant Subsidiary Securitization Entity) (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries (other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Securitization Entity)) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, which default:
if that default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness on or before the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 without duplication $50 million or more;
more or its foreign currency equivalent; (5vii) the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary Restricted Subsidiaries fails to pay final judgments aggregating in excess of €200.0 $50 million (exclusive of any or its foreign currency equivalent, excluding amounts that a solvent insurance company has acknowledged liability for)covered by insurance, which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) certain events of bankruptcy or insolvency occur with respect to the judgment becomes final and non-appealableCompany or any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; and
or (7ix) except as permitted by the Indenture, any Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its such Guarantor's Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages, if any. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Ball Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the Indenture: An “"Event of Default” " occurs if or upon:
if: (1i) default the Company defaults in any the payment when due of interest or Additional Amounts, if any, on any Note issued under the Indenture when due Notes and payable, if that such default continues for a period of 30 days, or failure to comply for 30 days with ; (ii) the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default Company defaults in the payment when due of the principal amount of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) the Company fails to make any Note issued under payment required to be made pursuant to the provisions of Section 4.10 or 4.14 of the Indenture; (iv) the Company fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price Notes for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1v) or 6.01.a)2) of the Indenture);
(4) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (A) is caused by a failure to pay principal of such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
thereof or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; the Stated Maturity thereof, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $10 million or more;
; (5vi) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of the Parent (to the extent its Significant Subsidiaries or any group of Subsidiaries that, taken as a guarantor under any series of Notes)whole, the Company, NXP Funding or would constitute a Significant Subsidiary institutes and such judgment or consents to judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the institution aggregate of any proceeding under any Debtor Relief Law, all such undischarged judgments exceeds $10 million (other than amounts covered by insurance); and (vii) certain events of bankruptcy or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office insolvency with respect to an event of bankruptcy, insolvency or court protection; the Company or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; its Significant Subsidiaries or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part group of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar daysSubsidiaries that, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parenttaken together, the Company, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of Subsidiary. If any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Amkor Technology Inc)
Defaults and Remedies. (a) The Each of the following events constitute is an “Events Event of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) failure by the Issuers or any Guarantor to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ agreement or the Parent’s obligations under Article 4 or 5 of obligation contained in the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1those set out in clauses (1) or 6.01.a)2(2) of the Indenturethis paragraph 13(a));
(4) the occurrence of any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Incurred or Guaranteed by the Company or NXP Funding or a any Significant Subsidiary) , other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now existsRestricted Subsidiary, or is created after the Issue Date, which defaultwhich:
(Aa) is caused by a failure to pay principal at the Stated Maturity on of such Indebtedness, immediately upon the expiration of the at its stated final maturity (after giving effect to any applicable grace period periods) provided in such IndebtednessIndebtedness (a “payment default”); or
(Bb) results in the acceleration of such Indebtedness prior to its express stated final maturity not rescinded or cured within 30 days after such acceleration; (the “cross acceleration provision”), and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated accelerated, is in excess of the greater of (x) $165.0 million and remains undischarged after such 30 day period, aggregates to €200.0 million or more(y) 30.0% of LTM EBITDA;
(5) any of the Parent following occurs:
(to the extent a) a guarantor under any series decree or order for relief in respect of Notes)either Issuer, the Company, NXP Funding Company or a Significant Subsidiary institutes in an involuntary case or proceeding under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional;
(b) a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional:
(i) adjudging that either Issuer, the Company or a Significant Subsidiary is bankrupt or insolvent;
(ii) other than on a solvent basis, seeking reorganization, arrangement, adjustment, proposal or composition of or in respect of any Issuer, the Company or that Significant Subsidiary;
(iii) other than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, assignee, trustee, sequestrator (or other similar official) for any substantial part of their respective properties; or
(iv) other than on a solvent basis, ordering the winding up, dissolution or liquidation of the affairs of either Issuer, the Company or a Significant Subsidiary, and any such decree, order or appointment continues to be in effect and unstayed for a period of 60 consecutive days; or
(c) either Issuer, the Company or a Significant Subsidiary:
(i) consents to the institution filing of a petition, application, answer, proposal or consent seeking reorganization or relief under any applicable Bankruptcy Law;
(ii) consents to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under any Debtor Relief applicable Bankruptcy Law;
(iii) consent to the commencement of any bankruptcy or insolvency in respect thereof under any applicable Bankruptcy Law;
(iv) other than on a solvent basis, consents to the appointment of, or taking possession by, a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, administrator, examiner, supervisor, assignee, trustee, sequestrator or similar official for any substantial part of their respective properties;
(v) other than on a solvent basis, makes an assignment or proposal for the benefit of creditors, its creditors generally; or
(vi) admits it is insolvent or applies for admits in writing its inability to pay its debts generally as they become due or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to commits an event “act of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding ” under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets applicable Bankruptcy Law, which, in each case, is instituted without the consent of such Person sanctioned by a court and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceedingbecomes unconditional;
(6) failure by any of the Parent, the Company, NXP Funding the Issuers or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 the greater of (x) $170.0 million and (exclusive y) 15.0% of LTM EBITDA, other than any amounts that a solvent judgments covered by indemnities provided by, or insurance company has acknowledged liability for)policies issued by, reputable and creditworthy companies, which final judgments are not paidremain unpaid, discharged or stayed undischarged and unstayed for a period of more than 60 days (after the receipt of notice as described in clause (b) below) after such judgment becomes final final, and non-appealable; andin the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”);
(7) the Guarantee ceases Escrow Charge shall, at any time, cease to be in full force and effect, effect (other than in accordance with the terms of the Escrow Agreement, the Escrow Charge and the Indenture) for any reason other than the satisfaction in full of all obligations under the Indenture or the release of any such security interest in accordance with the terms of the Indenture or the Parent denies Escrow Charge or disaffirms any such security interest created thereunder shall be declared invalid or unenforceable or the Company or any Restricted Subsidiary shall assert in writing its obligations that any such security interest is invalid or unenforceable and any such Default continues for 30 days;
(8) except as permitted under its Guaranteethe Indenture, other than the Intercreditor Agreement or any Additional Intercreditor Agreement (including with respect to any limitations), any Notes Guarantee of one or more Guarantors that together constitute a Significant Subsidiary (a “Significant Guarantor”) is held in accordance with any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or is denied or disaffirmed by such Significant Guarantor or any Person acting on behalf of it; and
(9) failure by the terms thereof or upon release Issuers to consummate a Special Mandatory Redemption on the Special Mandatory Redemption Date as required under Section 3.08 of the Guarantee in accordance with the Indenture.
(b) A default However, a Default under Sections 6.01(a)(3), 6.01(a)(4clauses (4) or 6.01(a)(6(6) of the Indenture paragraph 13(a) will not constitute an Event of Default until the Trustee or the Holders of at least 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers of the Default and, with respect to clauses (4) and Trustee (as applicable6) of paragraph 13(a), the default and the Issuers do Company does not cure such default Default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, 60 days after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5clause (5) of the Indentureparagraph 13(a)) occurs and is continuing, the Trustee by written notice to any Issuer the Company or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer the Issuers and the Trustee, Trustee may, and the Trustee (subject to certain conditions) at the request of such Holders shall, declare the principal of, premium, if any, of and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoingUpon such a declaration, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the such principal of, premium, if any, and accrued and unpaid interest, including Additional Amountsif any, will be due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section clause of (4) of paragraph 13(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) of paragraph 13(a) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction.
(d) If an Event of Default described in clause (5) of paragraph 13(a) with respect to the Issuers occurs and is continuing, the principal of and accrued and unpaid interest, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
(e) Holders may not enforce the Indenture or the Notes except as provided in the Indenture and subject to the Intercreditor Agreement and any Additional Intercreditor Agreement.
(f) Except as otherwise set forth in the Indenture, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. In the event an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has received written notice, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification and/or security satisfactory to the Trustee in its sole discretion against all fees, losses, liabilities and expenses caused by taking or not taking such action.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” Default under the IndentureIndenture include: An “Event (i) default for 30 days in the payment when due of Default” occurs if interest on, or upon:
Liquidated Damages with respect to, the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of of, or premium, if any, on the Notes; (iii) failure by the Company or any Note issued under of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 and 5.01 of the Indenture; (iv) failure by the Company or any of its Subsidiaries to comply with any of the other covenants in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 45 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be secured or evidenced and outstanding any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment Indebtedness of which an Unrestricted Subsidiary that is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
if that default (A) is caused by a failure to pay principal at the Stated Maturity on final stated maturity of such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
Indebtedness (a "PAYMENT DEFAULT") or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; andstated maturity, in each case, but only if the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $10.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Subsidiaries to pay final judgments aggregating in excess of €200.0 $10.0 million, or any judgments aggregating in excess of $20.0 million for the last event listed on Schedule 4.01(f) to the Credit Agreement, as in effect on the Issue Date (exclusive net of any amounts that covered by insurance or indemnity arrangements provided by a solvent reputable and creditworthy insurance company has acknowledged liability foror other Person), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after the judgment becomes judgments become final and non-appealable; and
(7vii) the any Subsidiary Guarantee ceases by a Guarantor that is a Material Subsidiary or Restricted Subsidiaries that if taken together would constitute a Material Subsidiary, (x) shall be held in any judicial proceeding to be unenforceable or invalid, or (y) shall cease for any other reason, other than in accordance with its terms, to be in full force and effect, other than and for purposes of this clause (y) only, and such failure shall continue for a period of three days after written notice by the Trustee or Holders of at least 25% in accordance with the terms principal amount of the Indenture Notes then outstanding to such Guarantor, or the Parent denies (z) any Guarantor that is a Significant Subsidiary, or disaffirms in writing any Person acting on behalf of any Guarantor that is a Significant Subsidiary, shall deny or disaffirm its obligations under its Subsidiary Guarantee, other than in accordance ; and (viii) certain events of bankruptcy or insolvency with respect to the terms thereof Company or upon release any of the Guarantee in accordance with the Indentureits Significant Subsidiaries.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the Notes then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable, including in each case accrued and unpaid interest thereon, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is an Acceleration Notice, and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of (x) an acceleration under the Credit Agreement or (y) five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice, but only if such Event of Default is then continuing. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Material Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium, if any, or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and accrued its consequences under the Indenture, except a continuing Default or Event of Default in the payment of principal of, premium and unpaid interest, including Additional AmountsLiquidated Damages, if any, on all or interest on, the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Company shall deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company, upon becoming aware of any Default or any HoldersEvent of Default, deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Advancepcs Research LLC)
Defaults and Remedies. (a) The Each of the following events constitute “Events of Default” under the Indenture: An “is an Event of Default” occurs if or upon:
: (1i) default for 30 days in the payment when due of interest on the Notes, (ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes, (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with the notice or repurchase provisions of Article 11 of the Indenture, (iv) failure by the Company for 90 30 days after written notice thereof has been given to the Company by the Trustee on behalf of or to the Holders or Company and the Trustee by the Holders of 30at least 25% in of the aggregate principal amount of the Notes outstanding Notes to comply with any of the Issuers’ its other covenants or the Parent’s obligations under Article 4 or 5 of the Indenture (agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
, (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a any of its Significant Subsidiary Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Significant Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay at final stated maturity the principal at the Stated Maturity on amount of such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a "Payment Default"); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit (vi) certain events of creditors, bankruptcy or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office insolvency with respect to an event of bankruptcy, insolvency or court protection; the Company or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payableSubsidiaries. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without further action or notice. If any declaration other Event of Default occurs and is continuing, the Trustee by notice to the Company or other act on the part Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. Holders., either (i) through the written consent (or as otherwise in accordance with the Applicable Procedures) of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee or
Appears in 1 contract
Sources: Indenture (Orion Power Holdings Inc)
Defaults and Remedies. (a) The Each of the following events constitute “Events constitutes an Event of Default” Default under the Indenture: An “Event (i) default for 30 days in the payment when due of Default” occurs if interest on, or upon:
Liquidated Damages with respect to, the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Subsidiaries to comply Sections 4.07, 4.08, 4.09 or 4.10 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture, the Notes, the Subsidiary Guarantees or the Parent’s obligations under Article 4 or 5 of the Indenture Collateral Documents; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million $5,000,000 or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a its Significant Subsidiary Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$5,000,000, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) default by the judgment becomes final and non-appealableCompany or any Subsidiary in the performance of the Collateral Documents which adversely affects the enforceability or the validity of the Trustee's Lien in the Collateral or which adversely affects the condition or value of the Collateral in any material respect, repudiation or disaffirmation by the Company or any Subsidiary of its obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against the Company or any Subsidiary for any reason; and
(7viii) except as permitted by the Indenture, any Subsidiary Guarantee ceases will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor, other than in accordance or any person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to the terms Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. Holders may not enforce the Indenture or the Parent denies or disaffirms Notes except as provided in writing its obligations under its Guaranteethe Indenture. Subject to certain limitations, other than Holders of a majority in accordance with the terms thereof or upon release principal amount of the Guarantee then outstanding Notes may direct the Trustee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) its exercise of any trust or 6.01(a)(6) power. The Trustee may withhold from Holders of the Indenture will not constitute an Notes notice of any continuing Default or Event of Default until (except a Default or Event of Default relating to the Trustee payment of principal or the interest) if it determines that withholding notice is in their interest. The Holders of 30% a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) except a continuing Default or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event in the payment of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuinginterest on, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes Company is required upon becoming aware of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an any Default or Event of Default arising from certain events of bankruptcy or insolvencyDefault, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (RBX Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in failure to pay any payment of interest or Additional Amounts, if any, on any Note note issued under the Indenture indenture when due and payabledue, if that default continues continued for a period of 30 days, whether or not prohibited by the subordination provisions of the indenture; (ii) failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the pay principal amount of or premium, if any, on any Note note issued under the Indenture indenture when due at its Stated Maturity due, whether or upon optional redemption or otherwise not prohibited by the subordination provisions of the indenture, (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure to perform or to comply with subsections 13(a), or 13(b) of Section 1.01 of the Supplemental Indenture or Article 7 of the Indenture (as superseded by Subsection 15 of Section 1.01 of the Supplemental Indenture); (iv) failure to perform any other covenant or warranty of the Company or any Guarantor in the indenture or the Notes issued under the indenture, continued for 90 60 days after written notice by the Trustee on behalf of the Holders or by the from Holders of 30at least 10% in aggregate principal amount of the outstanding Outstanding Notes with any of issued under the Issuers’ indenture as provided in the indenture; (v) a default or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default defaults under any mortgagebonds, indenture debentures, notes or instrument other evidences of, or obligations constituting, Debt by the Company, any Guarantors or any Restricted Subsidiary or under any mortgages, indentures, instruments or agreements under which there may be issued or existing or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any Debt of the ParentCompany, the Company Guarantor or NXP Funding any Restricted Subsidiary with a principal or a Significant Subsidiary similar amount then outstanding, individually or in the aggregate, in excess of $50 million (whether such Indebtedness or Guarantee Debt now exists, exists or is created after the Issue Date, hereafter created) which default:
(A) is caused by default or defaults constitute a failure to pay any portion of the principal at the Stated Maturity on or similar amount of such Indebtedness, immediately upon Debt when due and payable after the expiration of the any applicable grace period provided with respect to such Debt, or will have resulted in such Indebtedness; or
(B) results in the acceleration of such Indebtedness Debt becoming or being declared due and payable prior to its express maturity the date on which it would otherwise have become due and payable; (vi) the rendering of a final judgment or judgments, not rescinded or cured within 30 days after such acceleration; andsubject to appeal, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), against the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; Parent Guarantor or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or Restricted Subsidiaries in an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating aggregate amount in excess of €200.0 $50 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)remains unstayed, which judgments are not paid, discharged undischarged or stayed unbonded for a period of 60 days after such rendering; and (vii) certain events of bankruptcy, insolvency or reorganization affecting the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effectCompany, other than in accordance with the terms AWI or any Restricted Subsidiary of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) Company. If an any Event of Default (other than an Event of Default of the type described in Section 6.01(a)(5clause (vii) of the Indentureabove) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in principal amount of the then outstanding Notes may accelerate the maturity of all such Notes. If an Event of Default of the type described in clause (vii) above occurs, the principal of any accrued interest on the Outstanding Notes will become immediately due an payable provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Outstanding Notes by notice to the Trustee may on behalf of the applicable series Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture by written notice to any Issuer and except a continuing Default or Event of Default in the Trusteepayment of interest on, may, and the Trustee at the request of such Holders shall, declare or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes Company is required upon becoming aware of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an any Default or Event of Default arising from certain events of bankruptcy or insolvencyDefault, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Supplemental Indenture (Allied Waste Industries Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any the payment when due and payable of interest on, or Additional AmountsInterest, if any, on any Note issued under with respect to, the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Fixed Rate Notes; (2ii) default in the payment when due and payable (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on on, the Fixed Rate Notes; (iii) failure by the Company or any Note Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Fixed Rate Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of the Guarantors (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentGuarantors), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
if that default both: (a) (A) is caused by a failure to pay principal at the Stated Maturity on of such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (a "Payment Default"), or (B) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express maturity not rescinded or cured within 30 days after such accelerationstated final maturity; and, in each case, and (b) the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 aggregate $40.0 million or more;
more at any one time outstanding; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6v) failure by the Company or any Significant Subsidiary (or any group of the Parent, the Company, NXP Funding or Subsidiaries that together would constitute a Significant Subsidiary Subsidiary) to pay final judgments aggregating in excess of €200.0 $40.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)and not covered by insurance, which final judgments are not paidremain unpaid, discharged or stayed undischarged and unstayed for a period of more than 60 days after the such judgment becomes final final, and non-appealablein the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; and
(7vi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or (vii) the Guarantee ceases of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any Responsible Officer of any Guarantor that is a Significant Subsidiary (or the Responsible Officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than in accordance with by reason of the terms termination of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the any such Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable immediately without any declaration further action or other act on notice. Holders may not enforce the part Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 10 Business Days of any HoldersOfficer becoming aware of any Default or Event of Default, to deliver to the Trustee an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “On or prior to the Remarketing Settlement Date, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) a default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment when due of interest on any Debenture; (ii) a default in payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Debenture; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company for 30 days to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ Sections 4.06, 4.07, 4.08 or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) 4.09 of the Indenture);
; (4iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Debentures; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the A1-9 acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million $5,000,000 or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a its Significant Subsidiary Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$5,000,000, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) Indenture or if, at the time thereof, any Subsidiary Guarantee ceases of a Subsidiary Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor that is a Significant Subsidiary, other than or any Person acting on behalf of any such Subsidiary Guarantor, shall deny or disaffirm, in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing writing, its obligations obligation under its Subsidiary Guarantee, other than in accordance ; or (viii) certain events of bankruptcy or insolvency with respect to the terms thereof Company or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an any Restricted Subsidiary. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, Debentures may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Debentures to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the principal ofCompany or any Restricted Subsidiary, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes outstanding Debentures will become and be immediately due and payable without any declaration further action or other act on notice. Holders may not enforce the part Indenture or the Debentures except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Debentures. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Debentures notice of any Holderscontinuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest) if it determines that withholding notice is in their interest. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. After the Remarketing Settlement Date, only the events described in subparagraphs (i), (ii), (iv) and (viii) will constitute "Events of Default."
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under . Each of the Indenture: An following is an event of default (an “Event of Default” occurs if or upon:”):
(1a) default a Default for 30 consecutive days in any payment when due of interest or Additional Amountsinterest, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;Notes,
(2b) default a Default in the payment when due (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on any Note issued under on, the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;Notes,
(3c) failure the Issuer or any of its Restricted Subsidiaries fails to comply for 90 days after written notice by with its obligations under Article Five, US-DOCS\75580855.16 ACCO Indenture
(d) the Issuer or any of its Restricted Subsidiaries fails to comply with any other agreements in this Indenture; provided a default under this clause (4) will not constitute an Event of Default until the Trustee on behalf notifies the Issuer or the holders of the Holders or by the Holders of at least 30% in aggregate principal amount of the then-outstanding Notes with any notify the Issuer and the Trustee of the Issuers’ or Default and such Default is not cured within 60 days of such notice (120 days in the Parent’s obligations under Article 4 or 5 case of a failure to comply with the Indenture (in each case, other than an Event of Default provisions described under Section 6.01(a)(1) or 6.01.a)2) of the Indenture4.02);.
(4e) default Default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or NXP Funding or a any of its Significant Subsidiary Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company Issuer or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a its Significant Subsidiary Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of this Indenture (other than Indebtedness owing to the Issuer or a Significant Subsidiary of the Issuer), which defaultif that Default:
(Ai) is caused by a failure to pay principal make any payment when due at the Stated Maturity on such Indebtednessfinal maturity, immediately upon the expiration required repurchase, upon declaration or otherwise (after any applicable grace period) of the grace period provided in such Indebtedness; or
(Bii) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Default under Section 6.01(e)(i), or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $60.0 million or more,
(f) the Issuer or any Restricted Subsidiary of the Issuer that is a Significant Subsidiary (or any group of Restricted Subsidiaries of the Issuer that, taken as a whole, would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(5ii) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution entry of an order for relief against it in an involuntary case;
(iii) consents to the appointment of a Custodian of it for any proceeding under any Debtor Relief Law, or substantial part of its property;
(iv) makes an a general assignment for the benefit of creditorsits creditors or takes any comparable action under any foreign laws relating to insolvency; or
(v) admits it is insolvent or admits in writing its inability to pay its debts as they become due,
(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(i) is for relief against the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or applies any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case; US-DOCS\75580855.16 ACCO Indenture
(ii) appoints a Custodian of the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary for all or consents to substantially all of the appointment property of the Issuer or for any receiversuch Restricted Subsidiary; or
(iii) orders the liquidation or winding up of the Issuer, trusteeany Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, custodiantaken together, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protectionwould constitute a Significant Subsidiary; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection relief is appointed without the application or consent of such Person granted under any foreign laws and the appointment continues undischarged order or decree remains unstayed and in effect for sixty (60) calendar 60 consecutive days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;,
(6h) failure by the Issuer or any Significant Subsidiary of the Parent, the Company, NXP Funding or a Significant Subsidiary Issuer to pay final judgments aggregating in excess of €200.0 $60.0 million or its foreign currency equivalent (exclusive net of any amounts that a which are covered by enforceable insurance policies issued by solvent insurance company has carriers, and for which the carrier(s) have acknowledged liability forcoverage in writing), which judgments are not paiddischarged, discharged waived or stayed for a period of 60 days after the judgment becomes final and non-appealable; days, and
(7i) any Note Guarantee of the Guarantee Issuer or a Guarantor that is a Significant Subsidiary ceases to be in full force and effect, other than in accordance with effect (except as contemplated by the terms of the Indenture thereof) or the Parent Issuer or any Guarantor denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof this Indenture or upon release of the any Note Guarantee in accordance with the Indentureand such event continues for ten (10) days.
(bj) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) The foregoing shall constitute Events of Default whatever the Indenture will not constitute an reason for any such Event of Default until the Trustee and whether it is voluntary or the Holders involuntary or is effected by operation of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) law or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice pursuant to any Issuer judgment, decree or the Holders order of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee court or any Holdersorder, rule or regulation of any administrative or governmental body.
Appears in 1 contract
Sources: Indenture (ACCO BRANDS Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment when due of interest, on or Liquidated Damages with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Notes, whether or upon optional redemption or otherwise nor prohibited by Article 10 of the Indenture; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure to comply by the Company or any of its Restricted Subsidiaries for 90 30 days after written specified notice by from the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate of the outstanding principal amount of the outstanding Notes to comply with any of the Issuers’ other agreements in the Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (A) is caused by a failure to pay principal at the Stated Maturity on final stated maturity of such Indebtedness, immediately upon the expiration of the grace period provided in such IndebtednessIndebtedness (a "Payment Default"); or
or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $15.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6v) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$15.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after the judgment becomes such judgments become final and non-appealable; and
and (7vi) certain events of bankruptcy or insolvency with respect to the Guarantee ceases to be in full force and effect, other than in accordance with the terms Company or any of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Significant Restricted Subsidiaries. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Dominos Pizza Government Services Division Inc)
Defaults and Remedies. An Event of Default is: (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest the principal of, or Additional Amountspremium, if any, on any Note issued under the Indenture Senior Convertible Notes when due and payableat maturity, if that upon repurchase, upon acceleration or otherwise; including, without limitation, failure of the Company to make any optional redemption payment; (b) default continues for a period of 30 days, or failure to comply for 30 days with or more in payment of any installment of interest or Liquidated Damages on the notice provisions Senior Convertible Notes when due (including any interest or Liquidated Damages payable in connection with a Change repurchase pursuant to Section 4.06 of Control Triggering Event the Indenture or in connection with any optional redemption payment); (c) failure by the Company to comply or to observe in any material respect any other covenants or agreements of the Company in respect of the Senior Convertible Notes set forth in the Indenture or the Senior Convertible Notes for 60 days or more after such notice has become due;
as set forth in the Indenture; (2d) default in the payment of the principal amount Designated Event Payment in respect of or premium, if any, the Senior Convertible Notes on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise date therefor; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3e) failure to comply for 90 days after written provide timely notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture a Designated Event; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4f) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Material Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Material Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, which default:
default (Ai) is caused by a failure to pay when due any principal at the Stated Maturity of or interest on such Indebtedness, immediately upon the expiration of Indebtedness within the grace period provided for in such Indebtedness; or
Indebtedness (Bwhich failure continues beyond any applicable grace period) (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity not (without such acceleration being rescinded or cured within 30 days after such acceleration; annulled) and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been is a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million $35,000,000 or more;
(5) any of the Parent (more and such Payment Default is not cured or such acceleration is not annulled within 30 days after written notice to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until Company from the Trustee or to the Holders Company and the Trustee from the holders of 30at least 25% in aggregate principal amount of the outstanding Senior Convertible Notes under then outstanding; or (g) failure by the Indenture notify the Issuers and Trustee (as applicable) Company or any Material Subsidiary of the default and the Issuers do Company to pay final, non-appealable judgments of a United States federal or state court or courts (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating in excess of $50,000,000, which judgments are not cure such default stayed, bonded or discharged within the time specified in Sections 6.01(a)(3)60 days after their entry; or (h) certain events involving bankruptcy, 6.01(a)(4) insolvency or 6.01(a)(6) reorganization of the Indenture, as applicable, after receipt of such notice.
(c) Company or any Material Subsidiary. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders holders of at least 3025% in aggregate principal amount of the then outstanding Senior Convertible Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest, including Additional Amountsinterest and Liquidated Damages, if any, on all the Senior Convertible Notes of such series under the Indenture then outstanding to be due and payable. Notwithstanding the foregoingpayable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or bankruptcy, insolvency, or reorganization with respect to the Company or any of its Material Subsidiaries, all outstanding Senior Convertible Notes become due and payable without further action or notice. Holders of Senior Convertible Notes may not enforce the Indenture or the Senior Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Senior Convertible Notes. Subject to certain limitations, holders of a majority in principal ofamount of the then outstanding Senior Convertible Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders notice of any continuing default (except a default in payment of principal, premium, if any, and accrued and unpaid interest, including Additional Amountsor interest or Liquidated Damages, if any, on all applicable) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersTrustee.
Appears in 1 contract
Sources: Indenture (Gap Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” Default under the Indenture include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the subordination provisions of the Indenture: An “Event of Default” occurs if or upon:
); (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Notes (whether or upon optional redemption or otherwise not prohibited by the subordination provisions of the Indenture); (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Subsidiaries to comply with the provisions of Sections 4.10 and 5.01 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 90 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (its other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4v) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be secured or evidenced and outstanding any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
if that default (Aa) is caused by a failure to pay principal at the Stated Maturity on final stated maturity of such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after 90 days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor that is a Significant Subsidiary, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor that is a Significant Subsidiary, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee, other than in accordance ; and (viii) certain events of bankruptcy or insolvency with respect to the terms thereof Company or upon release any of the Guarantee in accordance with the Indentureits Significant Subsidiaries.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer Trustee, upon request of the Holders of at least 25% in principal amount of the Notes then outstanding, or the Holders of at least 3025% in aggregate principal amount of the Notes then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding payable by notice in writing to the foregoing, in Company and the case of an Trustee specifying the respective Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if anyand that such notice is an Acceleration Notice, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will same (i) shall become and be immediately due and payable without or (ii) if there are any declaration accounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of (x) an acceleration under the Credit Agreement or other act on (y) five Business Days after receipt by the part Company and the Representative under the Credit Agreement of the Trustee or any Holders.such Acceleration Notice but only if such
Appears in 1 contract
Defaults and Remedies. An Event of Default is: (a) The following events constitute “Events default for 30 days or more in payment of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment installment of interest or Additional AmountsRegistration Default Damages, if any, on any Note issued under the Indenture when due and payableConvertible Subordinated Notes, if that default continues for a period whether or not such payment is prohibited by the subordination provisions of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Indenture; (2b) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Convertible Subordinated Notes, when due at its Stated Maturity and payable, whether or upon optional redemption not such payment is prohibited by the subordination provisions of the Indenture; (c) default in the payment of the Fundamental Change Payment in respect of the Convertible Subordinated Notes on the date therefor, whether or otherwise not such payment is prohibited by the subordination provisions of the Indenture; (including the d) failure to pay provide timely notice of a Fundamental Change; a default in the repurchase price for Company's obligation to redeem the Convertible Subordinated Notes after it has exercised its redemption option, whether or not such Notes tendered pursuant payment is prohibited by the subordination provisions of the indenture; (e) a default in its obligation to an Offer to Purchasesatisfy its conversion obligation upon exercise of a holder's conversion right; (f) the Company defaults (other than a default set forth in clauses (a), if that (b), (c) and (d) above) in the performance of, or breaches, any other covenant or warranty of the Company set forth in this Indenture or the Convertible Subordinated Notes and fails to remedy such default or failure continues for breach within a period of two days;
(3) failure to comply for 90 30 days after the receipt of written notice by from the Trustee on behalf or the holders of the Holders or by the Holders of 30at least 25% in aggregate principal amount Principal Amount of the then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture Convertible Subordinated Notes; (in each case, other than an Event of Default under Section 6.01(a)(1g) or 6.01.a)2) of the Indenture);
(4) a default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any subsidiary of the Company (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, guarantee exists on the date of this Indenture or is created after the Issue Datethereafter, which default:
default (Ai) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
Payment Default or (Bii) results in the acceleration of such Indebtedness prior to its express maturity not (without such acceleration being rescinded or cured within 30 days after such acceleration; annulled) and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been is a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million $5,000,000 or more;
; (5h) a final, non-appealable judgment or final, non-appealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any subsidiaries of the Parent Company and remain unstayed, unbonded or undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate amount of all such judgments exceeds $5,000,000; (i) the Company or any subsidiary, pursuant to or within the extent meaning of any Bankruptcy Law commences a guarantor under any series of Notes)voluntary case, the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution entry of any proceeding under any Debtor Relief Lawan order for relief against it in an involuntary case, consents to the appointment of a Custodian of it or for all or substantially all of its property, makes an a general assignment for the benefit of its creditors, makes the admission in writing that it generally is unable to pay its debts as the same become due; (j) a court of competent jurisdiction enters a judgment, order or applies decree under any Bankruptcy Law that is for or consents to relief against the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; Company or any receiversubsidiary in an involuntary case, trusteeappoints a Custodian of the Company or any subsidiary, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged order or decree remains unstayed and in effect for sixty (60) calendar days; 90 days or orders the liquidation of the Company or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar dayssubsidiary, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified order or decree remains unstayed and in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) effect for 90 days. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders holders of at least 3025% in aggregate principal amount Principal Amount of the then outstanding Convertible Subordinated Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the unpaid principal of, premium, if any, and accrued and unpaid interest, including Additional Amountsinterest and Registration Default Damages, if any, on all the Convertible Subordinated Notes of such series under the Indenture then outstanding to be due and payable. Notwithstanding the foregoingpayable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or bankruptcy, insolvency, or reorganization with respect to the Company or any of its subsidiaries, all outstanding Convertible Subordinated Notes become due and payable without further action or notice. Holders of Convertible Subordinated Notes may not enforce the Indenture or the Convertible Subordinated Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Subordinated Notes. Subject to certain limitations, holders of a majority in principal ofamount of the then outstanding Convertible Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders notice of any continuing default (except a default in payment of principal, premium, if any, and accrued and unpaid interest, including Additional Amountsor interest or Registration Default Damages, if any, on all applicable) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersTrustee.
Appears in 1 contract
Sources: Indenture (Cke Restaurants Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with the provisions of Section 3.10, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture its other agreements in this Indenture; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, which default:
if such default (Aa) is caused by a failure to pay principal at the Stated Maturity of, interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $30.0 million or more;
(5) more provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$30.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
; and (bviii) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization with respect to the Company, the principal ofFinance Corp., premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any Holders.group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(h) or 6.01(i)
Appears in 1 contract
Defaults and Remedies. The Indenture provides that an Event of Default with respect to the Securities occurs when any of the following occurs:
(a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any the payment of interest or Additional AmountsLiquidated Damages, if any, on any Note issued under of the Indenture Securities when due and payable, if that payable and continuance of such default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;; or
(2b) default in the payment of the principal amount of (or premium, if any, on on) any Note issued under of the Indenture when due Securities at its Stated Maturity or Maturity, upon optional acceleration, redemption or otherwise otherwise; or
(including c) default in the failure payment of principal, interest or Liquidated Damages, if any, on any of the Securities required to pay the repurchase price for such Notes tendered be purchased pursuant to an Offer to Purchasea Repurchase Right;
(d) default in the performance or breach of any covenant or agreement of the Company in this Indenture or under the Securities (other than a default in the performance, or breach, of a covenant or agreement specified in the preceding clause (a), if that (b) or (c)), and continuance of such default or failure continues breach for a period of two days;
(3) failure to comply for 90 30 consecutive days after written notice there has been given, by registered or certified mail, to the Company by the Trustee on behalf of or to the Holders or Company and the Trustee by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture)Default" hereunder;
(4e) default under there occurs with respect to any mortgage, indenture issue or instrument under which there may be issued or by which there may be secured or evidenced any issues of Indebtedness for money borrowed by of the Company or NXP Funding any Restricted Subsidiary having an outstanding principal amount of $10.0 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled by the earlier of (x) the expiration of any applicable grace period or (y) the thirtieth day after such default; and/or (II) the failure to make a Significant Subsidiary principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended by the earlier of (x) the expiration of any applicable grace period or (y) the thirtieth day after such default;
(f) any final judgment or order (not covered by insurance) for the payment of which is Guaranteed by money in excess of $10.0 million in the aggregate for all such final judgments or orders (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or NXP Funding any Restricted Subsidiary and shall not be paid or a Significant Subsidiary) other than Indebtedness owed to discharged, and there shall be any period of 30 consecutive days following entry of the Parent, final judgment or order that causes the Company aggregate amount for all such final judgments or NXP Funding orders outstanding and not paid or discharged against all such Persons to exceed $10.0 million during which a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration stay of the grace period provided in such Indebtedness; or
(B) results in the acceleration enforcement of such Indebtedness prior to its express maturity final judgment or order, by reason of a pending appeal or otherwise, shall not rescinded or cured within 30 days after such acceleration; and, be in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or moreeffect;
(5g) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event there are certain events of bankruptcy, insolvency or court protection; reorganization of the Company or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) Subsidiary. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs shall occur and is be continuing, the Trustee by notice to any Issuer or the Holders principal of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to Securities may be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately declared due and payable without any declaration or other act on in the part of manner and with the Trustee or any Holderseffect provided in the Indenture.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) defaults in the payment when due of interest on, or Liquidated Damages with respect to, the Notes (whether or not permitted by the subordination provisions of the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that such default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2ii) default defaults in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when the same becomes due and payable at its Stated Maturity or maturity, upon optional redemption (including in connection with an offer to purchase) or otherwise (including whether or not permitted by the failure to pay subordination provisions of the repurchase price for such Notes tendered pursuant to an Offer to PurchaseIndenture), if that default or failure continues for a period of two days;
; (3iii) failure by the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate hereof, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $7.5 million or more;
; (5vi) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding its Restricted Subsidiaries and such judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues judgments remain undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the judgment becomes final aggregate of all such undischarged judgments exceeds $7.5 million; (vii) certain events of bankruptcy or insolvency as described in the Indenture; (viii) and non-appealable; and
(7) except as permitted by the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, other than in accordance with the terms of the Indenture effect or the Parent denies any Guarantor or disaffirms in writing any Person acting on its behalf shall deny or disaffirm its obligations under its such Guarantor's Subsidiary Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) . If an any Event of Default (other than an Event certain events of Default described in Section 6.01(a)(5) of the Indenturebankruptcy or insolvency) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of A1-6 bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the outstanding Notes of a series of Notes will become and shall be immediately due and payable immediately without any declaration further action or other act on the part notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any HoldersDefault or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Flo Fill Co Inc)
Defaults and Remedies. Events of Default include: (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any the payment when due of interest or Additional Amounts, if any, on any Note issued under the Indenture when due 2027 Notes and payable, if that such default continues for a period of 30 days, or failure days after written notice is given to comply for 30 days with the notice provisions Issuers as provided in connection with a Change of Control Triggering Event after such notice has become due;
the Indenture; (2b) default in the payment when due of the principal amount of of, or premium, if any, on on, the 2027 Notes; (c) failure by the Issuers to comply with any Note issued under of the provisions of Section 5.01 of the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for and such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
30 days after written notice is given to the Issuers as provided in the Indenture; (3d) failure by Andeavor Logistics to comply with Section 4.03 of the Indenture and such failure continues for 120 days after written notice is given to Andeavor Logistics as provided in the Indenture; (e) failure by the Issuers or any of their Restricted Subsidiaries to comply with any other agreement in the Indenture or 2027 Notes (other than a failure that is subject to clause (a), (b), (c) or (d) above) and such failure continues for 90 days after written notice by is given to the Trustee on behalf of the Holders or by the Holders of 30% Issuers as provided in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4f) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or NXP Funding or a Significant Subsidiary any Guarantor (or the payment of which is Guaranteed guaranteed by the Company Issuers or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentGuarantor), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
default (Ai) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (ii) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €without duplication $200.0 million or more;
, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (5g) any [reserved]; (h) certain events of bankruptcy or insolvency with respect to either of the Parent (to the extent a guarantor under Issuers or any series Guarantors that are Significant Subsidiaries or any group of Notes)Guarantors that, the Companywhen taken together, NXP Funding or would constitute a Significant Subsidiary institutes or consents to as described in the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protectionIndenture; or (i) except as permitted in the Indenture, any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event Subsidiary Guarantee of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary shall be held in any judicial proceeding to pay final judgments aggregating in excess of €200.0 million (exclusive of be unenforceable or invalid or shall cease for any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases reason to be in full force and effecteffect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than in accordance with the terms by reason of termination of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the such Subsidiary Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes under the Indenture notify the Issuers and Trustee (of a series, voting as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3)a single class, 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without any declaration further action or other act on notice. Holders may not enforce the part of Indenture or the Trustee or any Holders.Notes except as provided in the
Appears in 1 contract
Sources: Indenture (Andeavor Logistics Lp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the Indenture: An “"Event of Default” " occurs if or upon:
if: (1i) default the Company defaults in any the payment when due of interest on, or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to, the Indenture when due Senior Notes and payable, if that such default continues for a period of 30 days, or failure to comply for 30 days with ; (ii) the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default Company defaults in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture Senior Notes when the same becomes due and payable at its Stated Maturity or maturity, upon optional redemption or otherwise (including in connection with an offer to purchase) or otherwise; (iii) the failure Company or any of its Restricted Subsidiaries fails to pay comply with the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default provisions of Sections 5.01; (iv) the Company or failure continues for a period any of two days;
(3) failure its Restricted Subsidiaries fails to comply for 90 30 days after written notice to the Company by the Senior Note Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Note Indenture; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Note Indenture or the Parent’s obligations under Article 4 or 5 of Senior Notes for 60 days after notice to the Indenture Company by the Senior Note Trustee; (in each case, other than an Event of Default under Section 6.01(a)(1vi) or 6.01.a)2) of the Indenture);
(4) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or any of its Restricted Subsidiaries (other than a Significant Subsidiary Securitization Entity) (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries (other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Securitization Entity)) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Senior Note Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 without duplication $20.0 million or more;
; (5vii) the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary Restricted Subsidiaries fails to pay final judgments aggregating in excess of €200.0 $20.0 million (exclusive of any excluding amounts that a solvent insurance company has acknowledged liability forcovered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) certain events of bankruptcy or insolvency occur with respect to the judgment becomes final and non-appealableCompany or any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; and
or (7ix) except as permitted by the Senior Note Indenture, any Senior Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its such Guarantor's Senior Subsidiary Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Senior Note Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Senior Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Senior Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable without further action or notice. Holders may not enforce the Senior Note Indenture or the Senior Notes except as provided in the Senior Note Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Notes may direct the Senior Note Trustee in its exercise of any trust or power. The Senior Note Trustee may withhold from Holders of the Senior Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding by notice to the Senior Note Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or Event of Default and its consequences under the Senior Note Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Senior Notes. The Company is required to deliver to the Senior Note Trustee annually a statement regarding compliance with the Senior Note Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all to deliver to the Notes Senior Note Trustee a statement specifying such Default or Event of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersDefault.
Appears in 1 contract
Sources: Senior Note Indenture (Ball Corp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
Default include (1i) default for 30 days in any payment of any interest or Additional AmountsInterest, if any, on any Note issued under Securities after receipt by the Indenture when due and payableCompany of a Notice of Default, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2ii) default defaults in the payment of the principal amount of of, or premium, if any, on Notes when the same becomes due and payable, whether at Stated Maturity, upon redemption, upon declaration, or otherwise, (iii) failure by the Company or any Note issued under Guarantor to comply with any of its agreements in the Notes or the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure other than those referred to pay the repurchase price for in clauses (i) and (ii) above) and such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice receipt by the Company of a Notice of Default under the Indenture; (iv) default by the Company or any Guarantor in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of or interest on indebtedness for money borrowed, other than Non-Recourse Debt, in the principal amount then outstanding of $30 million or more, or acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 10 Business Days after notice to the Company or such Guarantor, as applicable, in accordance with the Indenture, and the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any all of the Issuers’ or Securities at the Parent’s obligations under Article 4 or 5 time outstanding; PROVIDED that, if such event of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, such indenture or instrument under which there may shall be issued remedied or by which there may be secured or evidenced any Indebtedness for money borrowed cured by the Company or NXP Funding such Guarantor, as applicable, or a Significant Subsidiary (waived by the requisite holders of such Debt, then the Event of Default by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the payment part of which is Guaranteed either the Trustee or any of the Securityholders, and PROVIDED FURTHER, HOWEVER, that subject to the provisions of Sections 7.1 and 7.2 of the Indenture, the Trustee shall not be charged with knowledge of any such event of default unless written notice thereof shall have been given to the Trustee by the Company or NXP Funding such Guarantor, as applicable, by the holder or a Significant Subsidiary) other than Indebtedness owed to any an agent of the Parentholder of any such Debt, by the Company trustee then acting under any indenture or NXP Funding or a Significant Subsidiary whether other instrument under which such Indebtedness or Guarantee now existsdefault shall have occurred, or is created after by the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration Holders of the grace period provided not less than 25% in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of the Securities at the time outstanding, (v) any such IndebtednessGuarantee ceasing to be, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after Company or such 30 day periodGuarantor asserting that such Guarantee shall not be, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than effect and enforceable in accordance with its terms, except to the terms of extent contemplated by the Indenture or the Parent denies or disaffirms in writing its obligations under its such Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
; and (bvi) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes Holders of a series of Notes will become and be immediately due and payable without any declaration or other act on the part majority in aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any Holderscontinuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.
Appears in 1 contract
Sources: Indenture (Gtech Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any the payment when due of interest or Additional Amountson, if any, on with respect to the Notes; provided, that the failure to pay any Note issued amount due under the Disbursement Agreement (and not otherwise due hereunder) shall constitute an Event of Default under the Indenture when due and payable, if that default continues for a period of 30 days, or only to the extent such failure to comply for 30 days with the notice provisions in connection with pay constitutes a Change Disbursement Agreement Event of Control Triggering Event after such notice has become due;
Default; (2ii) default in the payment when ▇▇▇ (▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ or otherwise) of the principal amount of of, or premium, if any, on any Note issued under on, the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including Notes; provided, that the failure to pay any amount due under the repurchase price for Disbursement Agreement (and not otherwise due under the Indenture) shall constitute an Event of Default under the Indenture only to the extent such Notes tendered pursuant failure to an Offer to Purchase), if that default or failure continues for pay constitutes a period Disbursement Agreement Event of two days;
Default; (3iii) failure by Revel or any of the Restricted Subsidiaries to comply with their obligations of Sections 4.10, 4.15, 4.16 and 5.01 of the Indenture; (iv) subject to Section 6.01(b) of the Indenture, failure by Revel or any of the Restricted Subsidiaries for 90 60 days after receipt of written notice by from the Trustee on behalf or the holders of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes voting as a single class to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture other covenants not set forth in clause (in each case, other than an Event of Default under Section 6.01(a)(1iii) or 6.01.a)2) of the Indenture);
above; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Revel or any of the Company or NXP Funding or a Significant Subsidiary Guarantors (or the payment of which is Guaranteed guaranteed by the Company Revel or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentGuarantors), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now existsguarantee existed on the date hereof, or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity on of such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness (including any extensions thereof) on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $20.0 million or more;
; (5vi) failure by Revel or any of the Parent Guarantors to pay final non-appealable judgments entered by a court or courts of competent jurisdiction (to the extent a guarantor under any series of Notes)not paid or covered by insurance or, the Companyif not so covered by insurance, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office which adequate cash reserves have not been provided in accordance with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60GAAP) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days days; (vii) with respect to (i) prior to the Opening Date, any portion of the Collateral with a Fair Market Value in excess of $2.5 million and (ii) on and after the judgment becomes final and non-appealable; and
(7) Opening Date, any portion of the Guarantee ceases Collateral with a Fair Market Value in excess of $7.5 million, any security interest created, or purported to be in full force and effectcreated, other than in accordance with the terms by any of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Collateral Documents shall cease to be enforceable and of the Guarantee in accordance with same effect and priority purported to be created by the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) Collateral Documents; provided that the occurrence of any of the Indenture will not foregoing events shall constitute an Event of Default until only if (A) the same would have a material adverse effect on the Collateral, taken as a whole (taking into account any replacement of such security interest), and (B) the same shall continue unremedied for 60 days after the earlier of Revel having actual knowledge of such occurrence or receipt by Revel of written notice from the Trustee or the Holders holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes under the Indenture notify the Issuers and Trustee voting as a single class; (viii) except as applicable) of the default and the Issuers do not cure such default within the time specified permitted or contemplated therein or in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (any Note Guarantee issued by a Significant Restricted Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect other than an Event in accordance with its terms or any Significant Restricted Subsidiary, or any Person acting on behalf of Default described in Section 6.01(a)(5any such Person, shall deny or disaffirm its obligations under its Note Guarantee; (ix) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in the Indenture with respect to Revel or any Guarantor that constitutes a Significant Restricted Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Restricted Subsidiary); (x) (A) failure to obtain on or prior to the principal ofOpening Date the requisite Gaming Approvals for the ownership, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration use or other act on the part operation of the Trustee Project or any Holders(B) a License Revocation that continues for ten or more consecutive Business Days prohibiting gaming operations accounting for 10% or more of the consolidated gross revenues (calculated in accordance with GAAP) of Revel and the Restricted Subsidiaries related to gaming operations; or (xi) the Opening Date has not occurred on or prior to January 1, 2013.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include, among others, (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on when due; (b) default in the payment of any Note issued under installment of interest when due, continued for 30 days; (c) default in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including performance of any other covenant of the failure Company applicable to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase)2009 Notes, if that default or failure continues for a period of two days;
(3) failure to comply continued for 90 days after written notice given in accordance with the Indenture to the Company by the Trustee on behalf of or to the Holders or Company and the Trustee, by the Holders of 30at least 25% in aggregate principal amount of the outstanding 2009 Notes with any then Outstanding requiring the same to be remedied; (d) certain events of bankruptcy, insolvency or reorganization of the Issuers’ Company; and (e) default under any bond, debenture, note or the Parent’s obligations under Article 4 or 5 other evidence of Indebtedness (other than Non-Recourse Indebtedness) by either of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) Company or 6.01.a)2) of the Indenture);
(4) default any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by (other than Non-Recourse Indebtedness) of either of the Company or NXP Funding or a Significant any Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) results resulting in the acceleration of such Indebtedness prior to its express maturity not rescinded (other than Non-Recourse Indebtedness), or cured within 30 days any default in payment of such Indebtedness (other than Non-Recourse Indebtedness) (after such acceleration; andexpiration of any applicable grace periods and presentation of any debt instruments, in each caseif required), if the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other all such Indebtedness under which there has been a payment default or the maturity of which (other than Non-Recourse Indebtedness) that has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event which there has been such a default in payment shall exceed $25,000,000 and there has been a failure to obtain rescission or annulment of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of all such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person accelerations or to discharge all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 defaulted indebtedness within 20 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than there has been given in accordance with the terms Indenture to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Indenture 2009 Notes a written notice specifying such default or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release breach and requiring it to be remedied and stating that such notice is a "Notice of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Default" hereunder. If any Event of Default until shall occur and be continuing, the Trustee or the Holders of 30not less than 25% in aggregate principal amount of the outstanding 2009 Notes under then Outstanding, by notice in writing to the Indenture notify Company (and to the Issuers and Trustee (as applicable) Trustee, if given by the 2009 Holders), may declare the principal of all of the default 2009 Notes and the Issuers do not cure interest, if any, accrued thereon to be due and payable immediately; provided, however, that the Holders of a majority in aggregate principal amount of the 2009 Notes then Outstanding, by notice in writing to the Company and the Trustee, may rescind and annul such default within the time specified in Sections 6.01(a)(3)declaration and its consequences if all defaults under such Indenture are cured or waived. No Holder of 2009 Notes then Outstanding may institute any suit, 6.01(a)(4) action or 6.01(a)(6) of proceeding with respect to, or otherwise attempt to enforce, the Indenture, as applicable, after receipt unless (i) such Holder previously shall have given to the Trustee written notice of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) default and of the Indenturecontinuance thereof, (ii) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30not less than 25% in aggregate principal amount of the outstanding 2009 Notes of the applicable series of Notes under the Indenture by then Outstanding shall have made written notice request to any Issuer and the Trustee, may, and the Trustee at to institute such suit, action or proceeding and shall have offered to the request Trustee such reasonable indemnity as it may require with respect thereto and (iii) the Trustee for 60 days after its receipt of such Holders shallnotice, declare request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; provided that, the right of any Holder of any 2009 Note to receive payment of the principal of, premium, if any, and accrued and unpaid or interest, including Additional Amounts, if any, on all such 2009 Note, on or after the Notes respective due dates, or to institute suit for the enforcement of any such payment shall not be impaired or affected without the consent of such series under the Indenture to be due and payableHolder. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes The Holders of a series majority in aggregate principal amount of the 2009 Notes will become then Outstanding may direct the time, method and be immediately due and payable without place of conducting any declaration or other act on the part of proceeding for any remedy available to the Trustee or exercising any Holderstrust or power conferred on the Trustee with respect to the 2009 Notes, provided that the Trustee may decline to follow such direction if the Trustee determines that such action or proceeding is unlawful or would involve the Trustee in personal liability. The Company is required to furnish to the Trustee annually a certificate as to compliance by the Company with all conditions and covenants under the Indenture.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) defaults in the payment when due of interest on, or Liquidated Damages with respect to, the Notes (whether or not permitted by the subordination provisions of the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that such default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2ii) default defaults in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when the same becomes due and payable at its Stated Maturity or maturity, upon optional redemption (including in connection with an offer to purchase) or otherwise (including whether or not permitted by the failure to pay subordination provisions of the repurchase price for such Notes tendered pursuant to an Offer to PurchaseIndenture), if that default or failure continues for a period of two days;
; (3iii) failure by the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate hereof, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $7.5 million or more;
; (5vi) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding its Restricted Subsidiaries and such judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues judgments remain undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the judgment becomes final aggregate of all such undischarged judgments exceeds $7.5 million; (vii) certain events of bankruptcy or insolvency as described in the Indenture; (viii) and non-appealable; and
(7) except as permitted by the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, other than in accordance with the terms of the Indenture effect or the Parent denies any Guarantor or disaffirms in writing any Person acting on its behalf shall deny or disaffirm its obligations under its such Guarantor's Subsidiary Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) . If an any Event of Default (other than an Event certain events of Default described in Section 6.01(a)(5) of the Indenturebankruptcy or insolvency) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the outstanding Notes of a series of Notes will become and shall be immediately due and payable immediately without any declaration further action or other act on the part notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any HoldersDefault or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Flo Fill Co Inc)
Defaults and Remedies. (a) The Each of the following events constitute “Events is an Event of Default” Default under the Indenture: An “Event (a) default for 30 days in the payment when due of Default” occurs if or upon:
interest on the Notes; (1b) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3c) failure by the Company or any of its Restricted Subsidiaries to comply with Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries for 90 30 days after written notice to comply with the provisions described under Sections 4.12 and 4.16 of the Indenture; (e) failure by the Trustee on behalf Company for 120 days after notice to comply with the provisions described under Section 4.03 of the Holders or Indenture; (f) failure by the Holders Company or any of 30% in aggregate principal amount of the outstanding Notes its Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4g) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6h) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; and (i) certain events of bankruptcy, insolvency or reorganization affecting the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effectCompany or any of its Significant Subsidiaries or any group that, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guaranteetaken together, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not would constitute an a Significant Subsidiary. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Centene Corp)
Defaults and Remedies. (a) The Each of the following events constitute “Events of Default” under the Indenture: An “is an Event of Default” occurs if or upon:
: (1i) default for 30 days in the payment when due of interest on the Notes, (ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes, (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, for 90 30 days after written notice thereof has been given to the Company by the Trustee on behalf of or to the Holders or Company and the Trustee by the Holders of 30at least 25% in of the aggregate principal amount of the Notes outstanding Notes to comply with any of the Issuers’ their other covenants or the Parent’s obligations under Article 4 or 5 of the Indenture (agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
, (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding any of its Restricted Subsidiaries, or a Significant Subsidiary by the Guarantor or any of its Restricted Subsidiaries, (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of its Restricted Subsidiaries, or by the ParentGuarantor or any of its Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay at final stated maturity the principal at the Stated Maturity on amount of such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a "Payment Default"); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
, (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of its Restricted Subsidiaries, or by the ParentGuarantor or any of its Restricted Subsidiaries, the Company, NXP Funding or a Significant Subsidiary to pay final judgments which are non-appealable aggregating in excess of €200.0 $100.0 million (exclusive net of any amounts that a solvent applicable insurance company which has acknowledged liability fornot been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days after days, (vii) certain events of bankruptcy or insolvency with respect to the judgment becomes final and non-appealable; and
Company, the Guarantor or any of their Significant Subsidiaries, (7viii) except as permitted by the Indenture, the Guarantee ceases of the Guarantor being held in any judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effecteffect or is caused by the Guarantor's, or any Person's (such Person acting on behalf of the Guarantor), denial or disaffirmation of its obligations under the Guarantee or (ix) except as permitted by the Indenture, any of the Pledge Documents cease to be in full force and effect (other than in accordance with their respective terms or the terms of the Indenture Indenture), or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release any of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until Pledge Documents cease to give the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the IndentureCompany, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuingcase may be, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Liens purported to be due created thereby, or any Pledge Document is declared null and payablevoid. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or any HoldersEvent of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Charter Communications Holdings Capital Corp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
Default include (1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture Company fails to pay when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any of the Notes at maturity, upon redemption or exercise of a repurchase right or otherwise; (2) the Company fails to pay an installment of interest (including Registration Delay Payments, as that term is defined in the Registration Rights Agreement, if any, on any of the Notes that continues for 30 days after the date when due; (3) the Company fails to deliver shares of Series B Preferred Stock or Common Stock, as applicable, together with cash in lieu of fractional shares, if any, when such shares are required to be delivered for conversion of a Note issued under and such failure continues for 10 days after such delivery date; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including and the failure to pay Non-Convertible Notes and the repurchase price for such Non-Convertible Notes tendered pursuant to an Offer to Purchase), if that default or failure continues indenture for a period of two days;
(3) failure to comply for 90 30 days after written notice receipt by the Company of a Notice of Default; (5) the Company fails to give or cause the Trustee on behalf to give all Noteholders notice of the Holders or by occurrence of a Change in Control in accordance with the Holders of 30% in aggregate principal amount provisions of the outstanding Notes with Indenture; (6) (A) one or more defaults in the payment of principal of or premium, if any, on any of the Issuers’ Company's or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Company's Subsidiaries' Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 aggregating $5.0 million or more;
, when the same becomes due and payable at the scheduled maturity thereof, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived within a 30-day period after the date of a notice of default or (5B) any of the Parent Company's or the Company's Subsidiaries' Indebtedness aggregating $5.0 million or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the extent scheduled maturity thereof and such acceleration is not rescinded or annulled within a guarantor under 30-day period after the date of such acceleration; (7) if unsatisfied judgments not covered by insurance aggregating in excess of $5.0 million rendered against the Company or any series of Notes)its Restricted Subsidiaries and not stayed, the Company, NXP Funding bonded or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event discharged within 60 days; and (8) certain events of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office reorganization with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; Company or any proceeding under any Debtor Relief Law relating to any such Person or to all Significant Subsidiary or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any Subsidiaries of the Parent, Company which in the Company, NXP Funding or aggregate would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) Subsidiary. If an Event of Default (other than an Event of Default described specified in clause (h) or (i) of Section 6.01(a)(5) 6.01 of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the Notes at the time outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the TrusteeCompany, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all insolvency are Events of Default which will result in the Notes of a series of Notes will become and be immediately becoming due and payable without any declaration immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or other act on the part Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any Holderscontinuing Default (except a Default in payment of amounts specified in clause (1) or (2) above) if it determines that withholding notice is in their interests.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest or upon:
Liquidated Damages on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.07, 4.09 or 4.13 of the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period 30 days from receipt of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with of any series then outstanding; (iv) failure by the Company to observe any other covenant, representation, warranty or other arrangement in the Indenture for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Issuers’ or the Parent’s obligations under Article 4 or 5 Notes of the Indenture any series then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba “Payment Default”), or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
; (5vi) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of the Parent (to the extent its Significant Subsidiaries or any group of Subsidiaries that, taken as a guarantor under any series of Notes)whole, the Company, NXP Funding or would constitute a Significant Subsidiary institutes and such judgment or consents to judgments remain undischarged for a period (during which execution shall not be effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the institution aggregate of all such undischarged judgments exceeds $50.0 million (net of any proceeding under any Debtor Relief Law, amount covered by insurance); (vii) certain events of bankruptcy or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office insolvency with respect to an event of bankruptcy, insolvency or court protection; the Company or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; its Significant Subsidiaries or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part group of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar daysRestricted Subsidiaries that, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parenttaken as a whole, the Company, NXP Funding or would constitute a Significant Subsidiary pursuant to pay final judgments aggregating or within the meaning of Bankruptcy Law; and (viii) except as permitted by the Indenture, any Note Guarantee shall be held in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged judicial proceeding to be unenforceable or stayed invalid or shall cease for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases any reason to be in full force and effect, other than in accordance with the terms of the Indenture effect or the Parent denies any Guarantor or disaffirms in writing any Person acting on its behalf shall deny or disaffirm its obligations under its such Guarantor’s Note Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice may declare all the Notes to any Issuer or be due and payable immediately, and upon receipt of written instructions from the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trusteeseries, may, and the Trustee at the request of such Holders shall, will declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes of any series may direct the Trustee in its exercise of any trust or power with respect to such series. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding of any series by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the Indenture with respect to such series except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Amerisourcebergen Corp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under Default include (each of which are more specifically described in the Indenture: An “Event of Default” occurs if or upon:
) (1i) default in any payment of interest or Additional Amounts, if any, additional interest (as required by the Registration Rights Agreement) on any Note issued under the Indenture Security when due and payabledue, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2ii) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Security when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any Note Guarantor to comply with its obligations under Section 4.1 of the Indenture; (iv) failure by the Company or any Note Guarantor to comply for 90 45 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s its obligations under Article 4 or 5 III of the Indenture (in each case, other than a failure to purchase Securities, which will constitute an Event of Default under clause (ii), and a failure to comply with Section 6.01(a)(1) or 6.01.a)2) 4.1 of the Indenture, which will constitute an Event of Default under clause (iii);
); (4v) failure by the Company or any Note Guarantor to comply for 60 days after notice as provided below with its other agreements contained in the Indenture; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
default (A1) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness or (B2) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
; (5vii) any certain events set forth in Section 6.1(7) of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event Indenture of bankruptcy, insolvency or court protectionreorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Parent, latest audited consolidated financial statements for the Company, NXP Funding or Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $25.0 million (exclusive net of any amounts that a solvent reputable and creditworthy insurance company has acknowledged liability forfor in writing), which judgments are not paid, discharged or stayed for a period of 60 days after days; (ix) any Subsidiary Guarantee, Collateral Document or obligation under the judgment becomes final Intercreditor Agreement of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the Company and non-appealable; and
(7) the Guarantee its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effecteffect (except as contemplated by the terms of the Indenture) or is declared null and void in a final judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture, or its Subsidiary Guarantee any Collateral Document or the Intercreditor Agreement; or (x) with respect to any Collateral having a fair market value in excess of $25.0 million, individually or in the aggregate, (A) the security interest under the Collateral Documents, at any time, ceases to be in full force and effect for any reason other than in accordance with their terms and the terms of this Indenture and other than the Indenture or the Parent denies or disaffirms satisfaction in writing its full of all obligations under its Guaranteethis Indenture and discharge of this Indenture, other than (B) any security interest created thereunder or under this Indenture is declared invalid or unenforceable or (C) the Company or any Note Guarantor asserts, in accordance with the terms thereof any pleading in any court of competent jurisdiction, that any such security interest is invalid or upon release of the Guarantee in accordance with the Indenture.
(b) A unenforceable. However, a default under Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 3025% in aggregate principal amount of the outstanding Notes under the Indenture Securities notify the Issuers and Trustee (as applicable) Company of the default and the Issuers do Company does not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture, as applicable, hereof after receipt of such notice.
(c) . If an Event of Default (other than an Event of Default described in Section 6.01(a)(5(vii) of the Indenturehereof) occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture Securities by written notice to any Issuer the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of a series of Notes Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal, premium, if any, or interest) if it determines in good faith that withholding notice is in their interest.
Appears in 1 contract
Sources: Indenture (Libbey Inc)
Defaults and Remedies. (a) The Each of the following events constitute “Events is an Event of Default” Default under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days in the payment when due of interest on, or Additional Interest with respect to, the notice provisions in connection with a Change Notes (whether or not prohibited by Article 12 of Control Triggering Event after such notice has become due;
the Indenture); (2) default in the payment when due of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Notes (whether or upon optional redemption or otherwise (including not prohibited by Article 12 of the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to PurchaseIndenture), if that default or failure continues for a period of two days;
; (3) failure by the Issuer or any of its Restricted Subsidiaries to comply for 90 days after written notice by the Trustee on behalf of the Holders with Sections 4.09 or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ 4.10 or the Parent’s obligations under Article 4 or 5 of the Indenture Indenture; (4) failure by the Issuer or any of its Restricted Subsidiaries for 30 days after notice to comply with Section 4.12 or 4.18; (5) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to comply with any other covenant or agreement in each case, other than an Event of Default under Section 6.01(a)(1) the Notes or 6.01.a)2) of in the Indenture);
; (46) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company Issuer or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
if that default (A) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a "PAYMENT DEFAULT"); or
or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $20.0 million or more;
; (57) failure by the Issuer or any of the Parent its Restricted Subsidiaries to pay final judgments (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60not fully covered by insurance) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after consecutive days; (8) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Subsidiary Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee, other than ; and (9) certain events of bankruptcy or insolvency described in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an with respect to the Issuer or any of its Significant Subsidiaries. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, premium, if anythe Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Issuer is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Villa Pines Care LLC)
Defaults and Remedies. Events of Default include: (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) a default for 30 days in any payment of interest or Additional AmountsLiquidated Damages, if any, on any Note issued under the Indenture Notes (whether or not prohibited by the subordination provisions of the Indenture); (b) a default in payment when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under with respect to the Indenture when due at its Stated Maturity Notes (whether or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice not prohibited by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) subordination provisions of the Indenture);
; (4c) the failure of the Company to comply with any of its other agreements or covenants in, or provisions of, such Indenture or the Notes outstanding under such Indenture and the Default continues for the period, if applicable, and after the notice specified in the next paragraph; (d) a default by the Company or any Restricted Subsidiary under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now existsexists or shall be created hereafter, or is created after the Issue Date, which default:
if (1) either (A) is caused by a such default results from the failure to pay principal of or interest on any such Indebtedness at or after the Stated Maturity on final maturity thereof (after giving effect to any extensions thereof) and such Indebtednessdefault continues for 30 days beyond any applicable grace period, immediately upon the expiration of the grace period provided in such Indebtedness; or
or (B) results in as a result of such default the acceleration maturity of such Indebtedness has been accelerated prior to its express maturity not rescinded or cured within 30 days after such acceleration; andexpressed maturity, in each case, and (2) the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment in default for failure to pay principal or interest thereon at final maturity, or, because of the acceleration of the maturity of which has been so accelerated and remains undischarged after such 30 day periodthereof, aggregates to €200.0 million or more;
in excess of $10,000,000; (5e) any of a failure by the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; Company or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Restricted Subsidiary to pay final judgments (not covered by insurance) aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), $5,000,000 which judgments are a court of competent jurisdiction does not paidrescind, discharged annul or stayed for a period of 60 stay within 45 days after their entry and the judgment becomes final Default or an Event of Default continues for such period and non-appealableafter the notice specified in the next paragraph; and
(7f) certain events of bankruptcy or insolvency involving the Company or any Significant Subsidiary; and (g) except as permitted by the Indenture, any Note Guarantee ceases shall be held in any judicial proceeding unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Note Guarantee, . A Default or Event of Default under clause (c) of this Paragraph 12 (other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default arising pursuant to Section 5.01 of the Indenture which shall be an Event of Default with the notice but without the passage of time specified in this paragraph) is not an Event of Default under the Indenture until the Trustee or the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) Company of the default Default and the Issuers do Company does not cure such default the Default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, 30 days after receipt of such the notice.
. A Default or Event of Default under clause (cf) If of this Paragraph 12 will result in the Notes automatically becoming due and payable without further action or notice. Upon the occurrence of an Event of Default (other than an Event of Default described in Section 6.01(a)(5under clause (f) of the Indenture) occurs and is continuingthis Paragraph 12), the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of may declare all Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding payable by notice in writing to the foregoing, Company and the Trustee as specified in the case Indenture, and, upon receipt by the Company of an Event of Default arising from certain events of bankruptcy or insolvencysuch notice, the principal of, premium, if any, and any accrued and unpaid interestinterest on, including Additional Amountsand Liquidated Damages, if any, on with respect to all the Notes of a series of Notes will become and shall be immediately due and payable without immediately; or (ii) if there are any declaration amounts outstanding under the Credit Agreement, to be due and payable immediately upon the first to occur of (A) an acceleration under the Credit Agreement or other act on (B) five business days after receipt by the part Company of the Trustee or any Holderssuch notice, but only if such Event of Default is then continuing.
Appears in 1 contract
Sources: Indenture (Jackson Products Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest on, or upon:
Liquidated Damages with respect to, the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due Notes, whether at its Stated Maturity maturity, upon redemption, by declaration or upon optional redemption or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure to comply by the Company or any Guarantor for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 3025% in aggregate of the then outstanding principal amount of the outstanding Notes to comply with any of other covenant, representation, warranty or other agreement in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Subsidiaries (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (A) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $15.0 million or more;
; (5v) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)Subsidiaries, which judgments are not paid, discharged or stayed for a period of 60 days after days; provided that the judgment becomes final aggregate of all such unpaid, undischarged and non-appealableunstayed judgments exceeds $15.0 million; and
(7vi) except as permitted by the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee, other than ; and (vii) certain events of bankruptcy or insolvency described in accordance the Indenture with respect to the terms thereof Company or upon release any Subsidiary of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3)Company that is a Significant Subsidiary, 6.01(a)(4) or 6.01(a)(6) any group of Subsidiaries of the Indenture will not Company that, taken together, would constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablea Significant Subsidiary. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, premium, the Notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of a series of Notes the Indenture, an equivalent premium will also become and be immediately due and payable without any declaration or other act on to the part extent permitted by law upon the acceleration of the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Hughes Supply Inc)
Defaults and Remedies. (a) The following events constitute occurrence of any event or the existence of any condition specified as an “Events Event of Default” under the Indenture: An Credit Agreement shall constitute an “Event of Default” occurs if or upon:
(1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenturehereunder.
(b) A default Upon the occurrence and during the continuation of any Event of Default, the Secured Party shall have, in addition to all rights provided herein or by law, the rights and remedies of a secured party under Sections 6.01(a)(3the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights or remedies are asserted and regardless of whether the UCC applies to the affected Collateral), 6.01(a)(4) and further the Secured Party may, without demand and without advertisement, notice, hearing, or 6.01(a)(6) process of law, all of which the Debtors hereby waive, at any time or times, sell and deliver all or any part of the Indenture will not constitute Collateral (and any other property of the Debtors attached thereto or found therein) held by or for it at public or private sale, for cash, upon credit, or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion. In addition to all other sums due the Secured Party hereunder, the Debtors shall pay the Secured Party all costs and expenses incurred by the Secured Party, including attorneys’ fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Secured Obligations or in the prosecution or defense of any action or proceeding by or against the Secured Party or any Debtor concerning any matter arising out of or connected with this Agreement or the Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute). Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to each Debtor in accordance with Section 12(b) hereof at least 10 days before the time of sale or other event giving rise to the requirement of such notice; provided however, no notification need be given to any Debtor if such Debtor has signed, after an Event of Default until has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Secured Party shall not be obligated to make any sale or other disposition of the Trustee Collateral regardless of notice having been given. The Secured Party may be the purchaser at any such sale. Each Debtor hereby waives all of its rights of redemption from any such sale. The Secured Party may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Holders of 30% in aggregate principal amount Secured Party may further postpone such sale by announcement made at such time and place. The Secured Party has no obligation to prepare the Collateral for sale. The Secured Party may sell or otherwise dispose of the outstanding Notes under Collateral without giving any warranties as to the Indenture notify Collateral or any part thereof, including disclaimers of any warranties of title or the Issuers like, and Trustee (as applicable) of each Debtor acknowledges and agrees that the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt absence of such noticewarranties shall not render the disposition commercially unreasonable.
(c) Without in any way limiting the foregoing, upon the occurrence and during the continuation of any Event of Default, the Secured Party shall have the right, in addition to all other rights provided herein or by law, to take physical possession of any and all of the Collateral and anything found therein, the right for that purpose to enter without legal process any premises where the Collateral may be found (provided such entry be done lawfully), and the right to maintain such possession on the relevant Debtor’s premises (each Debtor hereby agreeing to lease such premises without cost or expense to the Secured Party or its designee if the Secured Party so requests) or to remove the Collateral or any part thereof to such other places as the Secured Party may desire. Upon the occurrence and during the continuation of any Event of Default, the Secured Party shall have the right to exercise any and all rights with respect to all Deposit Accounts of each Debtor including, without limitation, the right to direct the disposition of the funds in each Deposit Account and to collect, withdraw, and receive all amounts due or to become due or payable under each such Deposit Account. Upon the occurrence and during the continuation of any Event of Default, each Debtor shall, upon the Secured Party’s demand, promptly assemble the Collateral and make it available to the Secured Party at a place designated by the Secured Party. If the Secured Party exercises its right to take possession of the Collateral, the relevant Debtor shall also at its expense perform any and all other steps requested by the Secured Party to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Secured Party, appointing overseers for the Collateral, and maintaining Collateral records.
(d) Without in any way limiting the foregoing, upon the occurrence and during the continuation of any Event of Default, all rights of each Debtor to exercise the voting and/or consensual powers which it is entitled to exercise pursuant to Section 7(a)(i) hereof and/or to receive and retain the distributions which it is entitled to receive and retain pursuant to Section 7(a)(ii) hereof, shall, at the option of the Secured Party, cease and thereupon become vested in the Secured Party, which, in addition to all other rights provided herein or by law, shall then be entitled solely and exclusively to exercise all voting and other consensual powers pertaining to the Investment Property (including, without limitation, the right to deliver notice of control with respect to any Investment Property held in a securities account or commodity account and deliver all entitlement orders with respect thereto) and/or to receive and retain the distributions which any Debtor would otherwise have been authorized to retain pursuant to Section 7(a)(ii) hereof and shall then be entitled solely and exclusively to exercise any and all rights of conversion, exchange, or subscription or any other rights, privileges, or options pertaining to any Investment Property as if the Secured Party were the absolute owner thereof. Without limiting the foregoing, the Secured Party shall have the right to exchange, at its discretion, any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization, or other readjustment of the respective issuer thereof or upon the exercise by or on behalf of any such issuer or the Secured Party of any right, privilege, or option pertaining to any Investment Property and, in connection therewith, to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms and conditions as the Secured Party may determine. In the event the Secured Party in good faith believes any of the Collateral constitutes restricted securities within the meaning of any applicable securities laws, any disposition thereof in compliance with such laws shall not render the disposition commercially unreasonable.
(e) Without in any way limiting the foregoing, each Debtor hereby grants to the Secured Party a royalty-free irrevocable license and right to use all of such Debtor’s patents, patent applications, patent licenses, trademarks, trademark registrations, trademark licenses, trade names, trade styles, copyrights, copyright applications, copyright licenses, and similar intangibles in connection with any foreclosure or other realization by the Secured Party on all or any part of the Collateral upon the occurrence and during the continuance of an Event of Default. The license and right granted the Secured Party hereby shall be without any royalty or fee or charge whatsoever.
(f) The powers conferred upon the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose on it any duty to exercise such powers. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equivalent to that which the Secured Party accords its own property, consisting of similar type assets, it being understood, however, that the Secured Party shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relating to any such Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters. This Agreement constitutes an assignment of rights only and not an assignment of any duties or obligations of the Debtors, or any of them, in any way related to the Collateral, and the Secured Party shall have no duty or obligation to discharge any such duty or obligation. The Secured Party shall have no responsibility for taking any necessary steps to preserve rights against any parties with respect to any Collateral or initiating any action to protect the Collateral against the possibility of a decline in market value. Neither the Secured Party nor any party acting as attorney for the Secured Party shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct.
(g) Failure by the Secured Party to exercise any right, remedy, or option under this Agreement or any other agreement between the Debtors, or any of them, and the Secured Party or provided by law, or delay by the Secured Party in exercising the same, shall not operate as a waiver; and no waiver by the Secured Party shall be effective unless it is in writing and then only to the extent specifically stated. The rights and remedies of the Secured Party under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Secured Party may have. For purposes of this Agreement, an Event of Default (other than an Event of Default described shall be construed as continuing after its occurrence until waived in Section 6.01(a)(5) of writing by the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersSecured Party.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under Under the Indenture: An “, each of the following is an Event of Default” occurs if or upon:
(1) a default in any the payment of interest or Additional Amountson the Notes when due, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) a default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Maturity, upon redemption, upon required purchase, upon declaration of acceleration or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply with its obligations under Section 5.1 of the Indenture regarding certain mergers and consolidations;
(4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of its obligations, covenants or other agreements under the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1a default referred to in clauses (1) or 6.01.a)2(2) of the Indentureor (3) above);
(45) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Company, the Issuer or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentCompany, the Company Issuer or NXP Funding or a Significant Subsidiary any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal on such Indebtedness at the its Stated Maturity on such Indebtedness, immediately upon the expiration of the (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration(the “cross acceleration provision”); and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodunpaid, aggregates to €200.0 $250 million or more;
more (5) any of the Parent (to the extent a guarantor under any series of Notesor its foreign currency equivalent), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $250 million (exclusive or its foreign currency equivalent) (net of any amounts that covered by a solvent reputable and creditworthy insurance company has acknowledged liability forcompany), which judgments are not paid, discharged or stayed for a period of 60 90 days or more after the such judgment becomes final and non-appealable; andappealable (the “judgment default provision”);
(7) (A) the Guarantee ceases to be in full force and effectCompany, other than in accordance with the terms Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the Indenture date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an involuntary case or the Parent denies filing by it of a petition or disaffirms in writing its obligations answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.applicable Bankruptcy Law;
(biii) A default under Sections 6.01(a)(3), 6.01(a)(4) consents to the appointment of a Bankruptcy Custodian of it or 6.01(a)(6) for any substantial part of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.its property; or
(civ) If an Event makes a general assignment for the benefit of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice its creditors; or takes any comparable action under any foreign laws relating to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.; or
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with Section 5.01 of the Eighth Supplemental Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with Section 4.03 of the Eighth Supplemental Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of its other agreements in the Issuers’ Eighth Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Eighth Supplemental Indenture), the Base Indenture (as it relates to the Notes) or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, which default:
if such default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or premium or interest, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million in excess of $20.0 million, provided, however, that if any such Payment Default is cured or more;
(5) waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $20.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealabledays; and
(7viii) the any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its GuaranteeSubsidiary Guarantee (other than, other than in any such case, by reason of release of a Guarantor in accordance with the terms thereof or upon release Section 9.05 of the Guarantee Eighth Supplemental Indenture); and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4Section 6.01(a)(ix) or 6.01(a)(66.01(a)(x) of the Indenture will not constitute an Eighth Supplemental Indenture. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee Trustee, by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture Notes, by written notice to any Issuer the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Eighth Supplemental Indenture, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without further action or notice. Holders may not enforce the Eighth Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes except as provided in the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any declaration trust or other act power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the part of Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes), and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. 103
(a) The following events constitute “Events default in the payment of Default” under principal of (or premium, if any, on) any of the Indenture: An “Event Notes at its stated maturity, upon redemption or exercise of Default” occurs if a Repurchase Right or upon:otherwise;
(1b) default in any the payment of interest or Additional AmountsInterest, if any, on any Note issued under of the Indenture Notes when due and payablepayable and continuance of such default for a period of 30 days;
(c) default in the performance or breach of any term, if covenant or agreement of the Company in the Indenture or this Note and continuance of such default or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that default such notice is a “Notice of Default” hereunder;
(d) failure to comply with Section 9.9 of the Indenture, where such failure continues for a period of 30 days, or failure consecutive days from the date on which the Company first fails to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become dueSection 9.9;
(2e) a default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Significant Subsidiaries, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness indebtedness now exists or Guarantee now exists, or is shall be created after the Issue Datehereafter, which default:
default (Ai) is caused by a failure to pay principal at the Stated Maturity on of such Indebtedness, immediately upon indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness; or
indebtedness (Ba “Payment Default”), unless such indebtedness is discharged, or (ii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity not stated maturity, unless such acceleration is waived, cured, rescinded or cured within 30 days after such acceleration; amended, and, in each case, the aggregate principal amount of any such Indebtednessindebtedness, together with the aggregate principal amount of any other such Indebtedness indebtedness under which there has been is then existing a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $10 million or more;
(5f) any a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Parent (to the extent a guarantor Company or any Significant Subsidiary in an involuntary case under any series applicable bankruptcy or other similar law now or hereafter in effect, (B) appointment of Notes)a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, NXP Funding Company or a any Significant Subsidiary institutes or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days;
(g) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy or other similar law now or hereafter in effect, or consents to the institution entry of any proceeding an order for relief in an involuntary case under any Debtor Relief Lawsuch law, (B) consents to the appointment of or makes an taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;or
(6h) failure by any of to provide the Parent, the Company, NXP Funding or notice required upon a Significant Subsidiary to pay final judgments aggregating Change in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) Control. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs shall occur and is be continuing, the Trustee by notice to any Issuer or the Holders principal of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to may be due and payable. Notwithstanding the foregoingdeclared, in the case of an Event of Default arising from certain events of bankruptcy or insolvencymay become, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on in the part of manner and with the Trustee or any Holderseffect provided in the Indenture.
Appears in 1 contract
Sources: Exchange and Redemption Agreement (Ciphergen Biosystems Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Under the Indenture: An “, each of the following is an Event of Default” occurs if or upon:
(1) a default in any the payment of interest or Additional Amountson the Notes when due, if any, on any Note issued under the Indenture when due and payable, if that default continues continued for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) a default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity Maturity, upon redemption, upon required purchase, upon declaration of acceleration or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two daysotherwise;
(3) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply with its obligations under Section 5.1 of the Indenture regarding certain mergers and consolidations;
(4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of its obligations, covenants or other agreements under the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1a default referred to in clauses (1), (2) or 6.01.a)2(3) of the Indentureabove);
(45) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Company, the Issuer or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentCompany, the Company Issuer or NXP Funding or a Significant Subsidiary any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
(A) is caused by a failure to pay principal on such Indebtedness at the its Stated Maturity on such Indebtedness, immediately upon the expiration of the (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration(the “cross acceleration provision”); and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodunpaid, aggregates to €200.0 $100 million or more;
more (5) any of the Parent (to the extent a guarantor under any series of Notesor its foreign currency equivalent), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $100 million (exclusive or its foreign currency equivalent) (net of any amounts that covered by a solvent reputable and creditworthy insurance company has acknowledged liability forcompany), which judgments are not paid, discharged or stayed for a period of 60 90 days or more after the such judgment becomes final and non-appealable; andappealable (the “judgment default provision”);
(7) (A) the Guarantee ceases to be in full force and effectCompany, other than in accordance with the terms Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the Indenture date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an involuntary case or the Parent denies filing by it of a petition or disaffirms in writing its obligations answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.applicable Bankruptcy Law;
(biii) A default under Sections 6.01(a)(3), 6.01(a)(4) consents to the appointment of a Bankruptcy Custodian of it or 6.01(a)(6) for any substantial part of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.its property; or
(civ) If an Event makes a general assignment for the benefit of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice its creditors; or takes any comparable action under any foreign laws relating to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.; or
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on or any Additional Amounts, if any, Amounts on any Note issued under or with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of the Issuers’ or other agreements in the Parent’s obligations under Article 4 or 5 Indenture, the Notes and the Guarantees of the Indenture Notes (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenturewith respect to any Guarantor);
; (45) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; provided, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $150.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any final judgment or order for payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $75.0 million (exclusive in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealabledays; and
(7) except as permitted by the Indenture, any Guarantee ceases of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee, other than in accordance with the terms thereof or upon release Guarantee of the Guarantee in accordance with Notes; (8) the Indenture.
Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) consents to the entry of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% order for relief against it in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (8) and (9) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer the Company and the Trustee, mayas provided in the Indenture, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, unpaid Principal of and any accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding Upon such declaration the foregoing, in the case of Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default arising from certain events specified in clauses (8) or (9) of bankruptcy or insolvencythe preceding paragraph occurs, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the outstanding Notes of a series of Notes will shall become and be immediately due and payable immediately without any declaration declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Owens-Illinois Group Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on the Notes; (2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on any Note issued under on, the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes voting as a single class to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness at final maturity thereof, the Stated Maturity on such Indebtednessprincipal amount of which exceeds $10.0 million in the aggregate, immediately upon prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such accelerationmaturity; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
more (5) any of the Parent or its foreign currency equivalent); (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of €200.0 $50.0 million (exclusive or its foreign currency equivalent), net of any amounts that a solvent covered by independent third party insurance company and as to which such insurer has acknowledged liability for)not disputed coverage, which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Note Guarantee of any Guarantor that is a Significant Subsidiary, or any group of Guarantors that, together, would constitute a Significant Subsidiary, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, other than in accordance with the terms or any Guarantor that is a Significant Subsidiary or any group of the Indenture Guarantors that, together, would constitute a Significant Subsidiary, or the Parent any Person acting on behalf of any such Guarantor or Guarantors, denies or disaffirms in writing its obligations under its Guarantee, other than Note Guarantee; (ix) [reserved]; and (x) certain events of bankruptcy or insolvency described in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute an a Significant Subsidiary. If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if and accrued so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. If certain conditions are satisfied, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and unpaid interest, including Additional Amountsits consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on all on, or the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on principal of, the part of Notes. The Indenture requires the Company to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or any HoldersEvent of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (American Woodmark Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest or upon:
Liquidated Damages on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
, including any extension thereof (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 in excess of $5.0 million (or more;
(5) the equivalent thereof in any other currency or currency unit), and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $5.0 million (exclusive of or the equivalent thereof in any amounts that a solvent insurance company has acknowledged liability forother currency or currency unit), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealabledays; and
(7vii) the Guarantee ceases failure by any Guarantor to be perform any covenant set forth in full force and effectits Subsidiary Guarantee, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing repudiation by any Guarantor of its obligations under its Guarantee, other than in accordance Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viii) certain events of bankruptcy or insolvency with respect to the terms thereof Company or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an any Significant Subsidiary. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shallby notice, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, of or premium, if any, and accrued and unpaid interest, including Additional Amountsinterest or Liquidated Damages, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (American Eco Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or uponDefault include:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become dueinterest on any Note;
(2ii) default in the payment when due of the principal amount of or premium, if any, on any Note issued under Note, whether upon maturity, acceleration, optional redemption, required repurchase or otherwise;
(iii) failure to perform or comply with the provisions of Section 4.11 or the provisions of Section 3.09 with respect to a Change of Control Offer;
(iv) failure to perform or comply with any covenant, agreement or warranty in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchaseother than any specified in clause (i), if that default (ii) or (iii) above) which failure continues for a period of two days;
(3) failure to comply for 90 60 days after written notice thereof has been given to the Issuer by the Trustee on behalf of or to the Holders or Issuer and the Trustee by the Holders holders of 30at least 25% in aggregate principal amount of the then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture)Notes;
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or NXP Funding or a Significant Subsidiary (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, exists or is created after the Issue Date, which default:which
(A1) is caused by a failure to pay principal such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon the expiration of the (after giving effect to any grace period provided in such Indebtednessrelated thereto) (a “Payment Default”); or
(B2) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such accelerationStated Maturity; and, and in each case, the aggregate principal amount of any such IndebtednessIndebtedness as to which a Payment Default or acceleration shall have occurred, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
(5vi) one or more final and non-appealable judgments, orders or decrees for the payment of money of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnities or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry;
(vii) a court having jurisdiction in the Parent premises enters (to x) a decree or order for relief in respect of the extent a guarantor Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any series applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (y) a decree or order adjudging the Issuer or any of Notes)its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the CompanyIssuer or any of its Significant Subsidiaries under any applicable federal or state law, NXP Funding or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiary institutes Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;
(viii) the Issuer or any of its Significant Subsidiaries:
(1) commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or
(2) consents to the institution entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any Debtor Relief Lawapplicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or
(3) files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or
(4) consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property; or
(5) makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;or
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary admits in writing its inability to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealableits debts generally as they become due; andor
(7) takes corporate action in furtherance of any such action; or
(ix) the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect, effect (other than in accordance with the terms of the Indenture such Guarantee and this Indenture) or the Parent is declared null and void and unenforceable or is found invalid or any Guarantor denies or disaffirms in writing its obligations liability under its Guarantee, Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3Guarantee), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default occurs and is continuing (other than an Event of Default described in Section 6.01(a)(5clause (vii) of or (viii) above with respect to the Indenture) occurs and is continuingIssuer), the Trustee by notice to any Issuer or the Holders holders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, of and accrued and but unpaid interest, including Additional Amounts, if any, interest on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoingUpon such a declaration, in the case of such principal and interest shall be due and payable immediately. If an Event of Default arising from certain events of bankruptcy described in clause (vii) or insolvency(viii) above occurs with respect to the Issuer, the principal of, premium, if any, of and accrued and unpaid interest, including Additional Amounts, if any, interest on all the Notes of a series of Notes will immediately become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersholders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is law- ful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01 of the Indenture, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1) default defaults in any the payment of interest on, or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to the Indenture Notes when the same becomes due and payable, if that payable and the default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2) default defaults in the payment of the principal amount Principal of or premiumthe Notes when the same becomes due and payable at maturity, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply for 90 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ other agreements in the Indenture, the Notes, the Guarantees of the Notes (with respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or the Parent’s property to secure its obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of and the IndentureNotes);
; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company OI Group or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a "PAYMENT DEFAULT"); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity maturity; PROVIDED, that an Event of Default shall not rescinded be deemed to occur with respect to any such accelerated Indebtedness which is repaid or cured prepaid within 30 days 20 Business Days after such accelerationdeclaration; and, in each any individual case, the aggregate principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $100.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding final judgment or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any payment of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating money in excess of €200.0 $50.0 million (exclusive in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of any amounts that a solvent insurance company has acknowledged liability for), which judgments are its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the judgment becomes final Indenture or the Collateral Documents, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; and
(7) the Guarantee Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity's property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, any amendments thereto and the provisions of the Indenture, any of the D2-7 Collateral Documents ceases to be in full force and effecteffect or ceases to be effective, other than in accordance with all material respects, to create the terms Lien purported to be created in the Collateral in favor of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount the Notes for 60 days after notice; and (10) failure by OI Group or any of its Restricted Subsidiaries to comply with the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) provisions of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) 4.10 or 6.01(a)(6) 4.11 or Article 5 of the Indenture, as applicable, after receipt of such notice.
(c) . If an Event of Default (other than an Event of or Default described specified in Section 6.01(a)(5clauses (7) and (8) of the Indenture) preceding paragraph occurs and is continuing, the Trustee by notice to any Issuer the Company, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes Note have the right to direct the time, method and place of the applicable series of Notes under the Indenture by written notice conducting any proceeding for exercising any remedy available to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture with respect to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holdersthis Note.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest on the Notes or upon:
the Guarantees; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Notes or the Guarantees when due and payable, at its Stated Maturity or maturity, upon optional acceleration, redemption or otherwise otherwise, (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30not less than 25% in aggregate principal amount of the Notes then outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture voting as a single class; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant any Restricted Subsidiary (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant any Restricted Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
(A) default is caused by a failure to pay principal on such Indebtedness at the Stated Maturity on such Indebtedness, immediately upon stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (B) a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not rescinded been rescinded, annulled or cured within 30 20 business days after of receipt by the Company or such acceleration; Restricted Subsidiary of such notice) and, in each case, the aggregate due and payable principal amount of any such Indebtedness, together with the aggregate due and payable principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $75 million or more;
; (5v) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment certain final judgments for the benefit payment of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues money that remain undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the such judgment becomes or judgments become final and non-appealable; and
and (7vi) certain events of bankruptcy or insolvency with respect to the Guarantee ceases to be in full force and effect, other than in accordance with the terms Company or any of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Significant Subsidiaries. If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal ofamount, premiumtogether with any accrued and unpaid interest, if any, and accrued and unpaid interest, including Additional Amountspremium, if any, on all the Notes of such series under the Indenture and Guarantees to be due and payablepayable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes. References herein to interest due in respect of the Notes of a series of Notes will become and be immediately due and shall include any liquidated damages payable without any declaration or other act on the part pursuant to Section 6.02 of the Trustee or any HoldersIndenture.
Appears in 1 contract
Sources: Indenture (Red Rock Resorts, Inc.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (its other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default:
if that default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.so
Appears in 1 contract
Sources: Indenture (Global Partners Lp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (its other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default:
if that default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
(5) ; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $50.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Subsidiary Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
; and (bix) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization with respect to the Company, the principal ofFinance Corp., premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any Holders.group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j)
Appears in 1 contract
Sources: Indenture (Global Partners Lp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include in summary form: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on the Notes; (iii) failure by the Company or any Note issued under of its Restricted Subsidiaries to comply (for 30 days in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for case of a period of two days;
(3) failure to comply that is capable of cure) with Sections 4.06, 4.07 or 5.01 of the Indenture; (iv) failure by the Company to comply with any of its other agreements in the Indenture for 90 60 days (or 180 days in the case of a Reporting Failure) after written notice to the Issuers by the Trustee on behalf of or to the Holders or Issuers and Trustee by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant any Restricted Subsidiary of the Company (or the payment of which is Guaranteed guaranteed by the Company an Issuer or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any Restricted Subsidiary of the ParentCompany), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $20.0 million or more;
; provided, that so long as the outstanding Notes have not been accelerated, if within a period of 60 days from the continuation of such default under such other Indebtedness beyond the applicable grace period or the occurrence of such acceleration of such other Indebtedness, as the case may be, any such default is cured or waived or any such acceleration rescinded, or such other Indebtedness is repaid (5other than as a result of any such acceleration), such Event of Default shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vi) the failure by the Company or any Restricted Subsidiary of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary Company to pay final judgments by courts of competent jurisdiction aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Guarantee ceases of a Subsidiary Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Subsidiary Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture any Subsidiary Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to an Issuer, other than in accordance with the terms thereof General Partner or upon release any Restricted Subsidiary of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3)Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, 6.01(a)(4) or 6.01(a)(6) of the Indenture will not taken as a whole, would constitute an a Significant Subsidiary. If any Event of Default until occurs and is continuing, the Trustee may or at the request of the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, shall declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to an Issuer or the General Partner, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Issuers are required upon becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: First Supplemental Indenture (Penn Virginia Resource Partners L P)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any the payment when due of interest on, or Additional AmountsInterest, if any, on any Note issued under with respect to, the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Notes; (2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on any Note issued under on, the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes voting as a single class to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay principal at the Stated Maturity on of, or interest or premium, if any, on, such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such accelerationmaturity; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $25.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (vii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its Note Guarantee, other than ; and (viii) certain events of bankruptcy or insolvency described in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary. If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. Except in the case of a Default or Event of Default in payment of principal of, premium or Additional Interest, if any, or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on Notes. The Indenture requires the part of Company to deliver to the Trustee or annually a statement regarding compliance with the Indenture. Upon becoming aware of any HoldersDefault, the Company is required to deliver to the Trustee a statement specifying such Default.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on the Notes; (2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal amount of of, or premium, if any, on any Note issued under on, the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 90 60 days after written notice to the Company by the Trustee on behalf of or to the Holders or Company and the Trustee by the Holders of 30at least 25% in aggregate principal amount of the Notes then outstanding Notes voting as a single class to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default:
: (Aa) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness at the Stated Maturity on such Indebtednessfinal maturity thereof, immediately upon prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (Bb) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such accelerationmaturity; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million (or its foreign currency equivalent) or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of €200.0 $50.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability foror its foreign currency equivalent), which judgments are not paid, discharged or stayed for a period of 60 days after consecutive days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its Note Guarantee, other than ; and (ix) certain events of bankruptcy or insolvency described in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute an a Significant Subsidiary. If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if and accrued so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. If certain conditions are satisfied, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration provided all amounts owing to the Trustee have been paid or waive any existing Default or Event of Default and unpaid interest, including Additional Amountsits consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on all on, or the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on principal of, the part of Notes. The Indenture requires the Company to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or any HoldersEvent of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (MTS Systems Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of of, or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 90 180 days after written notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (its other agreements in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default:
if that default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
(5) ; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vii) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments aggregating in excess of €200.0 $50.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.full
Appears in 1 contract
Sources: Indenture (Global Partners Lp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault shall include: An “Event of Default” occurs if or upon:
(1) default for thirty (30) days in any the payment when due of interest on, or Additional AmountsInterest, if any, on any Note issued under with respect to the Indenture when due and payable2019 Notes, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment when due of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase)2019 Notes, if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice by the Trustee on behalf of the Holders Company or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or Restricted Subsidiaries to comply with the Parent’s obligations provisions described under Article 4 5 or 5 failure by the Company to consummate a Change of Control Offer or Asset Sale Offer in accordance with the provisions of the Indenture applicable to the offers, (4) failure by the Company or any of the Restricted Subsidiaries to perform any other covenant in each casethe Indenture, other than an Event a covenant specified in clauses (1), (2) or (3) above or that does not relate to the 2019 Notes, that continues for sixty (60) days (or one hundred twenty (120) days in the case of Default a failure to comply with the reporting obligations described under Section 6.01(a)(1) or 6.01.a)2) 4.03 of the Indenture);
) after notice to comply, (45) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a any of its Significant Subsidiary (Subsidiaries, or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Significant Subsidiaries, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
default (Aa) is caused by a failure to pay principal at of or premium, if any, interest on, if any, or Additional Interest, if any, with respect to the Stated Maturity on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
indebtedness on the date of the default (Ba “Payment Default”) or (b) results in the acceleration of such the Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $20.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by the Company or any of the Parent, the Company, NXP Funding or a its Significant Subsidiary Subsidiaries to pay final judgments aggregating (net of amounts covered by insurance policies) in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$20.0 million, which judgments are not paid, discharged or stayed for a period of 60 sixty (60) days after the judgment becomes final and non-appealable; and
or (7) the Guarantee ceases to be certain events of bankruptcy or insolvency described in full force and effect, other than in accordance with the terms of the Indenture or with respect to the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuingGuarantor, the Trustee by notice to Company or any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payableits Restricted Subsidiaries. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding 2019 Notes will become due and payable without further action or notice. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding 2019 Notes and the Trustee may, and the Trustee at the request of such Holders shall, declare all the 2019 Notes to be due and payable immediately. Upon any such declaration, the principal of, premium, if any, and accrued and unpaid interest, including if any, and Additional AmountsInterest, if any, shall become due and payable immediately. Holders of the 2019 Notes may not enforce the Indenture or the 2019 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority of the aggregate principal amount of the then outstanding 2019 Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2019 Notes notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal of, or interest or premium or Additional Interest, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders2019 Notes.
Appears in 1 contract
Sources: Indenture (Sba Communications Corp)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any the payment when due of interest on (or Additional AmountsSpecial Interest, if any, on any Note issued under on) the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Notes; (2ii) default in the payment when due of the principal amount of of, or premium, if any, on any Note issued under on, the Indenture Notes when the same becomes due and payable at its Stated Maturity or maturity, upon optional redemption or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Notes including Additional Notes and Exchange Notes, if any, then-outstanding Notes voting as a single class to comply with any of the Issuers’ other agreements in the Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (any of its Restricted Subsidiaries or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries (in each case, other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which if that default:
: (Aa) is caused by a failure to pay make any payment of principal or interest when due at the Stated Maturity on thereof (giving effect to any applicable grace periods and any extensions thereof) of such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been that is then subject to a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $30.0 million or more;
; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of €200.0 $30.0 million (exclusive net of any amounts that a solvent are expected, in the good faith judgment of the Company, to be covered by insurance issued by reputable third party insurance companies and for which the applicable insurance company has acknowledged not denied liability forin writing), which judgments are not paid, discharged or stayed for a period of 60 days after the such judgment becomes final and non-appealablefinal; and
(7vii) certain events of bankruptcy or insolvency with respect to the Guarantee Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or any Guarantor; (viii) any security interest or Lien purported to be created by any Security Document with respect to any Collateral having, individually or in the aggregate, a Fair Market Value in excess of $5.0 million which (a) ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee(b) ceases, other than in accordance with the terms thereof through an act or upon release omission of the Guarantee in accordance with Collateral Trustee, to give the Indenture.
(b) A default under Sections 6.01(a)(3)Collateral Trustee, 6.01(a)(4) or 6.01(a)(6) for the benefit of the Indenture will Holders, the Liens, rights, powers and privileges purported to be created and granted thereby (including a perfected first-priority security interest in and Lien on, all of the Collateral thereunder) in favor of the Collateral Trustee or (c) is asserted in writing by the Company or any Guarantor not constitute to be, a valid, perfected, first priority security interest in or Lien on the Collateral covered thereby; or (ix) an “Event of Default” as defined in any Mortgage. If any Event of Default until occurs and is continuing, the Trustee or the Holders of 30at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required, including Additional Amountsupon becoming aware of any Default or Event of Default, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Titan International Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the pay principal amount of or premium, if any, on any Note issued under Debenture when due, whether or not such payment is prohibited by the Indenture when due at its Stated Maturity or upon optional redemption or otherwise subordination provisions of this Indenture; (including the ii) failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase)any interest, including Additional Interest, if that default or any, on any Debenture when due, if such failure continues for a period 30 days whether or not such payment is prohibited by the subordination provisions of two days;
this Indenture; (3iii) failure to deliver shares of Common Stock, or any cash settlement amount whether or not prohibited by the subordination provisions of this Indenture, if applicable, upon conversion of any Debentures as required under this Indenture for 30 days after notice is given in accordance with Section 8.02 of the Indenture; (iv) failure to comply with the merger and consolidation provisions of the Indenture or failure to provide the written notice of a Change of Control; (v) failure to perform any other covenant required of the Company in the Indenture if such failure continues for 90 60 days after written notice is given to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the Debentures then outstanding Notes with any of voting as a single class; (vi) failure to pay the Issuers’ or the Parent’s obligations under Article 4 or 5 of purchase price pursuant to the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) any Debenture when due whether or 6.01.a)2) not prohibited by the subordination provisions of the Indenture);
; (4vii) any default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or NXP Funding or a any of its Significant Subsidiary Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of its Significant Subsidiaries, including the ParentGuarantor and its Significant Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, which default:
if that default (A) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
indebtedness on the date of such default (a "Payment Default") or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtednessindebtedness, together with the aggregate principal amount of any other such Indebtedness indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $50.0 million or more;
(5) ; provided that if such Payment Default or acceleration shall be remedied or cured by the Company or any of the Parent (to the extent a guarantor under any series of Notes)its subsidiaries, the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Lawas appropriate, or makes an assignment for waived by the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent holder of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar daysindebtedness, or an order for relief is entered in any such proceeding;
case before acceleration of the Debentures, then the default under the Indenture by reason thereof shall be deemed likewise to have been remedied, cured or waived without further action on the part of the Trustee, any Holder of the Debentures or any other Person; (6viii) failure by any of the Parent, Company or the Company, NXP Funding or a Significant Subsidiary Guarantor to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$50.0 million, which are not covered by indemnities or third party insurance, which judgments are not paid, discharged or stayed for a period of 60 days after days; (ix) except as expressly permitted by the judgment becomes final and non-appealable; and
(7) Indenture, the Debenture Guarantee ceases is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or the Guarantor, other than in accordance with the terms or any Person acting on behalf of the Indenture Guarantor, shall deny or the Parent denies or disaffirms in writing disaffirm its obligations under its the Debenture Guarantee; and (x) certain events in bankruptcy, other than in accordance with the terms thereof insolvency or upon release reorganization of the Guarantee Company or any of its Significant Subsidiaries described in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an including with respect to Dynegy Holdings Inc. and its significant subsidiaries. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, Debentures may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Debentures to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Debentures. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Dynegy Inc /Il/)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: default for 30 days in the Indenture: An “Event of Default” occurs if or upon:
(1) default in any payment when due of interest on or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to the Indenture Notes; default in payment when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due Notes at its Stated Maturity or maturity, upon optional redemption or otherwise (including otherwise; failure by the Company to perform or comply with the provisions described under Sections 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; failure to pay the repurchase price by any Obligor for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 30 days after written notice by from the Trustee on behalf or the holders of at least 25% of the Holders or by the Holders of 30% in aggregate principal amount of the Notes then outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4) Notes; default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:
default (Ax) is caused by a failure to pay principal at Payment Default, and the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or
(B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness of the Company or any Significant Subsidiary under which there has been a Payment Default or the maturity of which has been accelerated as provided in clause (y), aggregates $5.0 million or more or (y) results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
(5) ; failure by the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a its Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability in writing) aggregating in excess of €200.0 $5.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 within 45 days after their entry; certain events of bankruptcy or insolvency with respect to the judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms Company or any of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Significant Subsidiaries. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders holders of at least 3025% in aggregate principal amount of the then outstanding Notes of may declare all the applicable series of Notes under the Indenture by written notice to any Issuer be due and the Trusteepayable immediately. Upon such declaration, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amountsinterest and Liquidated Damages, if any, on all the Notes of such series under the Indenture to shall be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries, the foregoing amount shall ipso facto become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages or premium on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any HoldersNotes.
Appears in 1 contract
Sources: Indenture (MGC Communications Inc)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture Notes when due at its Stated Maturity or Maturity, upon optional redemption redemption, upon required repurchase, upon declaration or otherwise otherwise; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company to comply with Section 3.09, 4.10, 4.15, 4.21 or 5.01 of the Indenture; (iv) failure by the Company for 90 60 days after written notice to comply with Section 4.03 of the Indenture; (v) failure by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes Company for 60 days after notice to comply with any of its other agreements in the Issuers’ Indenture or the Parent’s obligations under Article 4 or 5 of the Indenture Notes; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, guarantee exists on the Issue Date or is created after the Issue Date, which default:
if such default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or premium or interest, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness (Ba “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; Stated Maturity and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million in excess of $20.0 million, provided that if any such Payment Default is cured or more;
waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (5vii) failure by Finance Corp. the Company or any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or ’s Restricted Subsidiaries that is a Significant Subsidiary institutes or consents to the institution group of any proceeding under any Debtor Relief LawRestricted Subsidiaries that, or makes an assignment for the benefit of creditorstaken as a whole, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or would constitute a Significant Subsidiary of the Company to pay final judgments aggregating in excess of €200.0 $20.0 million (exclusive of any amounts that to the extent not covered by insurance by a solvent insurance company reputable and creditworthy insurer as to which the insurer has acknowledged liability fornot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the judgment becomes final and non-appealable; and
(7) the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effecteffect or any Guarantor, other than in accordance with the terms or any Person validly acting on behalf of the Indenture or the Parent any Guarantor, denies or disaffirms in writing its obligations under its Subsidiary Guarantee; (ix) certain events of bankruptcy, other insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture and (x) occurrence of the following (a) except as permitted by the Junior Lien Documents, any Junior Lien Document establishing the Junior Liens in favor of the Collateral Trustee ceases for any reason to be enforceable; provided that it will not be an Event of Default under this clause (x)(a) if the sole result of the failure of one or more Junior Lien Documents to be fully enforceable is that any Junior Lien purported to be granted under such Junior Lien Collateral Documents on Collateral, individually or in the aggregate, having a fair market value of not more than $20.0 million, ceases to be an enforceable and perfected Junior Lien; (b) except as permitted by the Junior Lien Documents or as a direct result of the failure of the Collateral Trustee to act in accordance with the terms thereof Junior Lien Documents, any Junior Lien purported to be granted under any Junior Lien Collateral Document on Collateral, individually or upon release in the aggregate, having a fair market value in excess of $20.0 million ceases to be an enforceable and perfected third-priority Lien (subject to the Intercreditor Agreement and Permitted Liens); and (c) the Company or Finance Corp. or any Guarantor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Guarantee Company or any Guarantor set forth in accordance with the Indenture.
(b) A default or arising under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an any Junior Lien Collateral Document establishing Junior Liens. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee Trustee, by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture Notes, by written notice to any Issuer the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(i) or 6.01(j) of the Indenture, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture or the Junior Lien Documents. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any declaration trust or other act power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the part Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Junior Lien Documents, and, so long as any Notes are outstanding, the Issuers are required to deliver to the Trustee, within 30 days of any Officer of the Trustee General Partner or Finance Corp. becoming aware of any HoldersDefault or Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period, a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under the IndentureDefault include: An “Event of Default” occurs if or upon:
(1i) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with in the notice provisions in connection with a Change payment when due of Control Triggering Event after such notice has become due;
interest on, the Notes; (2ii) default in the payment when due of the principal amount of of, or premiumpremium on, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (Notes, including the failure to pay consummate the repurchase price for such Notes tendered pursuant Special Mandatory Redemption, to an Offer to Purchase)the extent required, if that default or failure continues for a period as described in Section 3.09 of two days;
the Supplemental Indenture; (3iii) failure by the Company or any Guarantor for 60 days (or 120 days with respect to comply for 90 days a default under Section 4.03 of the Supplemental Indenture) after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the Notes then outstanding Notes to comply with any of the Issuers’ or agreements in the Parent’s obligations under Article 4 or 5 of the Supplemental Indenture (in each case, other than an Event of Default under Section 6.01(a)(1a default referred to, in clause (i) or 6.01.a)2(ii) of Section 6.01 of the Indenture);
; (4iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any Guarantor (or the payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the ParentGuarantor), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Supplemental Indenture, which if that default:
: (A) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such IndebtednessIndebtedness on the date of such default (a “Payment Default”); or
or (B) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; maturity, and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated accelerated, exceeds the greater of (1) 1.5% of Total Assets and remains undischarged after (2) $600 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such 30 day period, aggregates Indebtedness to €200.0 million a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except to the extent that the Company or more;
(5) any of the Parent Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $600 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into by a guarantor under non-Guarantor Subsidiary or any series standard securitization undertakings of Notes)the Company or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Supplemental Indenture, the Company, NXP Funding or any Subsidiary Guarantee of any Guarantor that constitutes a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; (or any receivergroup of Guarantors that, trusteetaken together, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60would constitute a Significant Subsidiary) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered shall be held in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, other than in accordance with the terms taken together, would constitute a Significant Subsidiary), or any Person acting on behalf of the Indenture any Guarantor that constitutes a Significant Subsidiary (or the Parent denies any group of Guarantors that, taken together, would constituent a Significant Subsidiary), shall deny or disaffirms in writing disaffirm its or their obligations under its Guaranteeor their Subsidiary Guarantee(s); (vi) the Company or any Guarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, other than taken together, would constitute a Significant Subsidiary):
(A) commences a voluntary case, (B) consents to the entry of an order for relief against it in accordance with an involuntary case, (C) consents to the terms thereof appointment of a custodian of it or upon release for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary;
(B) appoints a custodian of the Guarantee in accordance with Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the Indenture.property of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; or
(bC) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) orders the liquidation of the Indenture will not Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default a Significant Subsidiary; and the Issuers do not cure such default within the time specified order or decree remains unstayed and in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such noticeeffect for 60 consecutive days.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under the IndentureDefault include in summary form: An “Event of Default” occurs if or upon:
(1i) default for 30 days in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture additional interest when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with on the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Securities; (2ii) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due Securities at its Stated Maturity Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or otherwise otherwise; (including iii) the failure by the Issuers to pay comply with its obligations under Article IV of the repurchase price for Indenture; (iv) default in the performance of any of the obligations described under Section 3.9 or Section 3.7 inclusive or under the covenants described under Article III inclusive of the Indenture and such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues shall have continued for a period of two days;
(3) failure to comply for 90 30 days after written the Issuers shall have been given notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (ii) above and other than a failure to comply with Section 6.01(a)(14.1 which is covered by clause (iii); (v) or 6.01.a)2) default in the performance of any of the Indenture);
agreements contained in the Indenture and such default shall have continued for a period of 60 days after the Issuers shall have been given notice; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or NXP Funding or a Significant Subsidiary any of their Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any each of the Parent, the Company or NXP Funding Issuers or a Significant Restricted Subsidiary of such Issuer, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, which default:
(Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness; or
(B“Payment Default”) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; (the “cross acceleration provision”) and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $5.0 million or more;
; (5vii) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding the Co-Issuer or any Restricted Subsidiary (pursuant to or within the meaning of any Bankruptcy Law): (a) commences a Significant Subsidiary institutes or voluntary insolvency proceeding; (b) consents to the institution entry of an order for relief against it in an involuntary insolvency proceeding; (c) consents to the appointment of a custodian of it or for any proceeding under any Debtor Relief Law, substantial part of its property; or (d) makes an a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, or applies for or consents to that the appointment liquidation of any receiverRestricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, trusteeshall not constitute an Event of Default under this clause (vii); (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, custodianthe Co-Issuer or any restricted Subsidiary in an involuntary insolvency proceeding; (b) appoints a Custodian of the Company, conservator, liquidator, rehabilitator, administrator, administrative receiver the Co-Issuer or similar office with respect to an event any Restricted Subsidiary or for any substantial part of bankruptcy, insolvency or court protectionits property; or (c) orders the winding up or liquidation of the Company, the Co-Issuer or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver Restricted Subsidiary; or (d) grants any similar office with respect to an event of bankruptcy, insolvency relief under any foreign laws; and in each case the order or court protection is appointed without the application or consent of such Person decree remains unstayed and the appointment continues undischarged or unstayed in effect for sixty (60) calendar 60 days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6ix) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Parentlatest audited consolidated financial statements for the Company and its Restricted Subsidiaries), the Company, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $5.0 million (exclusive net of any amounts that with respect to which a solvent reputable and creditworthy insurance company has acknowledged liability forfor in writing), which judgments are not paid, discharged or stayed for a period of 60 days after (the “judgment becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effectdefault provision”). However, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A a default under Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture will not constitute an Event of Default until the Trustee or the Holders Securityholders of 30at least 25% in aggregate principal amount of the outstanding Notes under the Indenture Securities notify the Issuers and Trustee (as applicable) the Trustee, in the case of a notice given by the Securityholders, of the default and the Issuers do does not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4clauses (iv) or 6.01(a)(6and (v) of the Indenture, as applicable, hereof after receipt of such notice.
(c) . If an Event of Default occurs and is continuing (other than an Event of Default described in Section 6.01(a)(5clause (vii) of the Indenture) occurs and is continuingabove), the Trustee by notice to any Issuer or the Holders Securityholders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, Securities may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency are Events of Default which will result in the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately Securities being due and payable without any declaration immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or other act on the part Securities except as provided in this Indenture. The Trustee may refuse to enforce this Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Securityholders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any Holderscontinuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 1 contract
Sources: Indenture (Star Gas Partners Lp)
Defaults and Remedies. (a) The following events constitute “Under the Indenture, Events of Default” under Default include (each of which is described in greater detail in the Indenture: An “Event of Default” occurs if or upon:
) (1i) default for 30 days in any payment of interest or Additional AmountsInterest (as required by the Registration Rights Agreement), if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with on the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
Securities; (2ii) default in the payment of the principal amount or of or premium, if any, on any Note issued under the Indenture Securities when due at its Stated Maturity Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise otherwise; (including iii) the failure by the Issuers or any Subsidiary Guarantor to pay comply with its obligations under Article IV or Section 10.2 of the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
Indenture; (3iv) failure by the Issuers to comply for 90 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s its obligations under Article 4 or 5 the covenants described under Section 3.10 of the Indenture (in each case, other than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under Section 6.01(a)(1clause (ii) above); (v) the failure by the Issuers to comply for 60 days after written notice with its other agreements contained in the Indenture or 6.01.a)2) of under the Indenture);
Securities; (4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company Issuers or NXP Funding or a Significant Subsidiary) any of its Restricted Subsidiaries), other than Indebtedness owed to any of the Parent, the Company or NXP Funding Issuers or a Significant Subsidiary Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Dateissue date of the Initial Securities, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of, or interest or premium, if any, on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (B“payment default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; (the “cross acceleration provision”) and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $20.0 million or more;
more (5or its foreign currency equivalent); (vii) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event certain events of bankruptcy, insolvency or court protectionreorganization of the Issuers or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”); or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6viii) failure by the Issuers or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Parentlatest audited consolidated financial statements for the Company and its Restricted Subsidiaries), the Company, NXP Funding or would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 $20.0 million (exclusive or its foreign currency equivalent) (net of any amounts that a solvent reputable and creditworthy insurance company has acknowledged liability forfor in writing), which judgments are not paid, discharged discharged, waived or stayed for a period of 60 days or more after the such judgment becomes final (the “judgment default provision”); or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the Company and non-appealable; and
(7) the Guarantee its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect, other than in accordance with effect (except as contemplated by the terms of the Indenture Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the Parent latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) its Subsidiary Guarantee. If an Event of Default (other than an Event of Default described in Section 6.01(a)(5clause (vii) of the Indentureforegoing paragraph) occurs and is continuing, the Trustee by notice to any Issuer the Issuers, or the Holders of at least 3025% in aggregate principal amount of the outstanding Notes of the applicable series of Notes under the Indenture Securities by written notice to any Issuer the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture Securities to be due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in clause (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, interest (including Additional Amounts, if any, Interest) on all the Notes of a series of Notes Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.
Appears in 1 contract
Sources: Indenture (Colt Finance Corp.)
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if interest or upon:
Liquidated Damages on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise Notes; (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3iii) failure by the Company or any of its Subsidiaries or Parent to comply with Section 4.15 or 5.01 of the Indenture; (iv) failure by Frontier Escrow Corporation to comply with the provisions of Section 4.19; (v) failure by the Company for 90 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes to comply with any of its other agreements in the Issuers’ Indenture, the Notes or the Parent’s obligations under Article 4 or 5 of the Indenture Escrow Agreement; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Company, any of its Restricted Subsidiaries or NXP Funding or a Significant Subsidiary Parent (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the its Restricted Subsidiaries or Parent), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
default (Aa) is caused by a failure to pay principal at the Stated Maturity of or premium or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the any grace period provided in such Indebtedness; or
Indebtedness (Ba "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 $10.0 million or more;
(5) ; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Parent Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (to the extent a guarantor under any series of Notes), vii) failure by the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property Restricted Subsidiaries or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary Parent to pay final judgments aggregating in excess of €200.0 $10.0 million (exclusive net of any amounts that a solvent applicable insurance company has coverage which is acknowledged liability forin writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) failure by Parent to execute a supplemental indenture and a Guarantee upon consummation of the judgment becomes final and non-appealableMergers; and
(7ix) failure by any Guarantor to perform any covenant set forth in its Guarantee, or the repudiation by any Guarantor of its obligations under its Guarantee ceases or the unenforceability of any Guarantee against a Guarantor for any reason; (x) failure of the Escrow Agreement, at any time, to be in full force and effect, other than effect (except as provided in accordance with the terms Indenture) or any contest by the Company or any of its Subsidiaries or Parent of the Indenture validity or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release enforceability of the Guarantee Escrow Agreement; and (xi) certain events of bankruptcy or insolvency with respect to the Company, Parent, any Restricted Subsidiary that is also a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law as provided in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal ofamount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premiuminterest, premium or Liquidated Damages, if any), if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and accrued and unpaid interestits consequences under the Indenture, including Additional Amountsexcept a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or any HoldersEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default” under Default include: (i) default for 30 days in the Indenture: An “Event payment when due of Default” occurs if or upon:
interest on the Notes; (1ii) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) default in the payment of the principal amount of or premium, if any, on the Notes; (iii) failure by the Company or any Note issued under Restricted Subsidiaries of the Company to comply with Sections 3.09, 4.07, 4.09, 4.10, 4.14 or 5.01 of the Indenture; (iv) failure by the Company or any Guarantor for 60 days in the performance of any other covenant, warranty or agreement in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 days after written notice shall have been given to the Company by the Trustee on behalf of or to the Holders or by Company and the Trustee from Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture);
(4v) default under (a) Non- Recourse Indebtedness of the Company or any of its Restricted Subsidiaries with an aggregate principal amount in excess of 10% of the aggregate assets of the Company and its Restricted Subsidiaries measured as of the end of the Company's most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such default occurred, determined on a pro forma basis, or (b) any other mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue DateIssuance Date and, in each case, the principal amount of which, together with the principal amount of any other such Indebtedness under which there has been a Payment Default (as defined below) or the maturity of which has been so accelerated, aggregates $10.0 million or more, which default:
, in either case, (Ax) is caused by a failure to pay when due principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness on the date of such default (Ba "Payment Default") or (y) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after shall constitute a default in the payment of such acceleration; and, in each case, the aggregate principal amount issue of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default or the at final maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more;
issue; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6vi) failure by the Company or any of the Parent, the Company, NXP Funding or a Significant Subsidiary its Restricted Subsidiaries to pay final judgments rendered against them (other than judgment liens without recourse to any assets or property of the Company or any of its Restricted Subsidiaries other than assets or property securing Non- Recourse Indebtedness) aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for)$10.0 million, which judgments are not paid, discharged or stayed for a period of 60 90 days (other than any judgments as to which a reputable insurance company has accepted full liability); (vii) breach by the Company of any material representation or warranty set forth in any of the Collateral Documents, or default by the Company for 30 days in the performance of any covenant set forth in the Collateral Documents after written notice shall have been given to the judgment becomes final Company by the Trustee or to the Company and non-appealablethe Trustee from Holders of at least 25% in principal amount of the Notes then outstanding, or the repudiation by the Company of its obligations under, or the unenforceability of any of the Collateral Documents for any reason that would materially impair the benefits to the Trustee or the Holders of the Notes thereunder; and
(7viii) except as permitted by the Indenture, any Subsidiary Guarantee ceases with respect to the Notes shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or any Guarantor (or its successors or assigns), other than in accordance or any Person acting on behalf of such Guarantor (or its successors or assigns), shall deny or disaffirm its Obligations or shall fail to comply with any Obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to the terms Company, any Guarantor or any of the Indenture Company's Subsidiaries that would constitute a Significant Subsidiary or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release any group of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3)Company's Subsidiaries that, 6.01(a)(4) or 6.01(a)(6) of the Indenture will not taken together, would constitute an a Significant Subsidiary. If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising A-4 79 from certain events of bankruptcy or insolvency, with respect to the principal ofCompany, premiumany of its Subsidiaries that would constitute a Significant Subsidiary or any group of its Subsidiaries that, if anytaken together, and accrued and unpaid interestwould constitute a Significant Subsidiary or any Guarantor, including Additional Amounts, if any, on all the Notes of a series of outstanding Notes will become and be immediately due and payable without any declaration further action or other act on notice. Under certain circumstances, the part Holders of a majority in principal amount of the outstanding Notes may rescind any acceleration with respect to the Notes and its consequences. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or any Holderspower. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. The Company must furnish an annual compliance certificate to the Trustee.
Appears in 1 contract
Sources: Indenture (Prime Hospitality Corp)
Defaults and Remedies. Events of Default include: (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon:
(1) default in any the payment when due of interest on, or Additional AmountsLiquidated Damages, if any, on any Note issued under with respect to, the Indenture when due Notes and payable, if that such default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
; (2b) default in the payment when due of the principal amount of of, or premium, if any, on on, the Notes; (c) failure by the Company to comply with any Note issued under of the provisions of Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price Notes for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure to comply for 90 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of 30at least 25% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture then outstanding; (in each case, other than an Event of Default under Section 6.01(a)(1f) or 6.01.a)2) of the Indenture);
(4) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary any of its Restricted Subsidiaries (or the payment of which is Guaranteed guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parentits Restricted Subsidiaries), the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, which default:
default (Ai) is caused by a failure to pay principal at the Stated Maturity of or premium, if any, or interest on such Indebtedness, immediately upon Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or
Indebtedness (Ba "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal A2-7 amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a payment default Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30 day periodaccelerated, aggregates to €200.0 million without duplication $15,000,000 or more;
, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (5g) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries, and such judgment or judgments remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the Parent aggregate of all such unpaid or undischarged judgments exceeds $15,000,000 (excluding amounts covered by insurance); (h) certain events of bankruptcy or insolvency with respect to the extent a guarantor under Company or any series of Notes)its Subsidiaries that, the Companywhen taken together, NXP Funding or would constitute a Significant Subsidiary institutes or consents to the institution any of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protectionits Significant Subsidiaries; or (i) except as permitted in the Indenture, any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered Subsidiary Guarantee shall be held in any such proceeding;
(6) failure by judicial proceeding to be unenforceable or invalid or shall cease for any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final and non-appealable; and
(7) the Guarantee ceases reason to be in full force and effecteffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than in accordance with the terms by reason of termination of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the such Subsidiary Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture will not constitute an . If any Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 3025% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if anythe Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and accrued and unpaid interestthe Company is required upon becoming aware of any Default or Event of Default, including Additional Amounts, if any, on all the Notes of a series of Notes will become and be immediately due and payable without any declaration or other act on the part of to deliver to the Trustee a statement specifying such Default or any HoldersEvent of Default.
Appears in 1 contract
Sources: Indenture (Tesoro Alaska Co)