Common use of Defaults Clause in Contracts

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 5 contracts

Samples: Credit Agreement (Oklahoma Gas & Electric Co), Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)

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Defaults. The following will (i) if any requirement for notice or lapse of time has not been met, constitute Defaults, and (ii) if there are no such requirements or if such requirements have been met, constitute Events of Default: (a) The failure of Tenant to pay Rent when due, and the continuation of the failure for a period of ten (10) days after notice from Landlord specifying the failure; (b) The failure of Tenant to perform any of its obligations under this Lease, other than its obligation to pay Rent, and the continuation of the failure for a period of twenty (20) days after notice from Landlord specifying in reasonable detail the nature of the failure; (c) The failure of Tenant to pay Rent when due or to perform any of its obligations under this Lease, if Landlord has given Tenant notice of the same or similar failure at least twice during the twelve (12) month period preceding the date on which the Rent or performance was due. (d) The occurrence with respect to Tenant or any Guarantor of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf events: the death, dissolution, termination of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased existence (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment merger or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation consolidation), insolvency, appointment of a transaction by the Borrower receiver for all or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any substantially all of its Material Subsidiaries shall not payproperty, the making of a fraudulent conveyance or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any the execution of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment or trust mortgage for the benefit of creditors, (iii) apply for, seek, consent tocreditors by it, or acquiesce in, the appointment filing of a receiver, custodian, trustee, examiner, liquidator petition of bankruptcy or similar official for the commencement of any proceedings by or against it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or other law relating to the relief or the adjustment of indebtedness, rehabilitation or reorganization or relief of debtors, ; provided that if such petition or commencement is involuntarily made against it and is dismissed within sixty (v60) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as days of the date of such notification)filing or commencement, could reasonably be expected to result in a Material Adverse Effect.such events will not constitute an Event of Default; 7.12 (e) The Borrower issuance of any execution or attachment against Tenant or any other member occupant of the Controlled Group shall have been notified Premises as a result of which the Premises are taken or occupied by a Person other than Tenant; and (f) The cancellation of, refusal to review or denial of liability under any insurance policy relating to the sponsor Premises as a result of a Multiemployer Plan that such Multiemployer Plan is the Premises being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectunoccupied. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 4 contracts

Samples: Space Lease (Accentia Biopharmaceuticals Inc), Space Lease (Accentia Biopharmaceuticals Inc), Space Lease (Accentia Biopharmaceuticals Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, pursuant to any Credit ExtensionLoan Document, or any certificate certificate, financial statement or information schedule delivered to the Lenders or the Administrative Agent in connection with this Agreement or any other Loan Document Document, shall be incorrect materially false on the date as of which made, in the case of any such representation or untrue warranty, or the date as of which the facts therein set forth are stated or certified, in the case of any material respect when made such certificate, financial statement or deemed madeschedule. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) due or nonpayment of interest upon any Loan or of any facility fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower Company of any of the terms or provisions of Section 6.26.1(d), 6.3 Section 6.2(a) (provided that such Default shall be deemed automatically cured or waived upon as to the delivery of such notice or the cure or waiver corporate existence of the related Unmatured Default or Default, as applicableCompany), 6.4 or Sections 6.9 through 6.16 (with respect to the Borrower’s or any Material Subsidiary’s existenceinclusive), 6.10, 6.12, 6.13 or 6.14. 7.4 (d) The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is thereof has been given to the Borrower Company by the Administrative Agent or at the request of any Lender. (e) Failure by the Company or any Subsidiary to (i) Failure of pay any Debt (other than the Borrower or any of its Material Subsidiaries to pay Loans) when due (after or interest thereon and such failure shall continue for more than any applicable period of grace period) any Material Indebtedness; with respect thereto, or (ii) observe or perform any term, covenant or agreement contained in any agreement or instrument (other than this Agreement or any other Loan Document) by which it is bound evidencing or securing or relating to any Debt, if the effect thereof is to permit (or, with the giving of notice or lapse of time or both, would permit) the holder or holders thereof or of any obligations issued thereunder or a trustee or trustees acting on behalf of such holder or holders to cause acceleration of the maturity thereof or of any such obligation; provided that the aggregate amount of Debt with respect to which any such event or condition shall have occurred shall equal or exceed $100,000,000 (or the equivalent thereof in currencies other than Dollars). (f) The Company, any other Borrower or any Material Subsidiary shall default (after commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the expiration appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any applicable grace period) in the observance substantial part of its property, or performance of any covenant or agreement relating shall consent to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable relief or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment appointment of or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction taking possession by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; official in an involuntary case or (iii) the Borrower or any of its Material Subsidiaries shall not payother proceeding commenced against it, or admit in writing its inability shall make a general assignment for the benefit of creditors, or shall fail generally to pay, pay its debts generally as they become due, or shall take any corporate action to authorize any of the foregoing. 7.6 The (g) An involuntary case or other proceeding shall be commenced against the Company, any other Borrower or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Material Subsidiaries property, and such involuntary case or other proceeding shall (i) have remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered with respect to it against the Company, any other Borrower or any Material Subsidiary under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower (h) The Company or any of its Material SubsidiariesSubsidiaries shall fail within 30 days to pay, a receiver, trustee, examiner, liquidator bond or similar official shall be appointed for the Borrower otherwise discharge one or any of its Material Subsidiaries more (i) final judgments or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order orders for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could Materiality Threshold in the aggregate aggregate, or (ii) nonmonetary final judgments or orders which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect liability in excess of the Materiality Threshold, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable Event shall occur otherwise being appropriately contested in connection with any Plan that could reasonably be expected to have a Material Adverse Effectgood faith. 7.10 Any Change in Control shall occur. 7.11 (i) The Borrower Company or any other member of the Controlled Group shall fail to pay when due any amount or amounts aggregating in excess of the Materiality Threshold which it shall have been notified by become liable to pay to the sponsor of PBGC or to a Multiemployer Plan that it has incurred, pursuant to Section 4201 under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Materiality Threshold shall be filed under Title IV of ERISA by any member of the Controlled Group, withdrawal liability any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to such Multiemployer Plan in an amount which, when aggregated with all other amounts required terminate or to cause a trustee to be paid appointed to Multiemployer administer any Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Materiality Threshold or a proceeding shall be instituted by the Borrower or a fiduciary of any other Plan against any member of the Controlled Group as withdrawal liability (determined as to enforce Section 515 of ERISA with respect to any amount or amounts aggregating in excess of the date Materiality Threshold and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of such notificationwhich the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregated Unfunded Vested Liabilities in excess of the Materiality Threshold must be terminated. (j) Any Change in Control shall occur. (k) The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 (l) Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect (other than in accordance with its terms) as against the Company or any other Borrower or any action shall be taken by the Company or any other Borrower to discontinue or to assert the invalidity or unenforceability of any Loan Document as against the Company or any other Borrower, or the Company or any other Borrower shall deny that it has any further liability under any Loan Document to which it is a party, or shall give notice to such effect, unless such liability has terminated in accordance with the terms of such Loan Document.

Appears in 3 contracts

Samples: Credit Agreement (Bemis Co Inc), Credit Agreement (Bemis Co Inc), Long Term Credit Agreement (Bemis Co Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) interest upon any Loan or nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.1, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.6, as applicable)6.7, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 or 6.146.15. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower or and/or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000, or the equivalent thereof in any currencies (after “Material Indebtedness”); or the default by the Borrower and/or any Subsidiaries in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement under which any Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, if the effect of such default, event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after Indebtedness of the expiration of Borrower and/or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or similar action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or such Significant Subsidiary or any of its Material Property that, when combined with the Property of any of such Person’s Subsidiaries or that is also the subject of any such appointment, constitutes a Substantial Portion of the Property of such Person and its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Significant Subsidiary which, when taken together with all other court order Property of such Person and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of the Property of such Person and its Subsidiaries. 7.9 The Borrower and/or any Subsidiaries, as applicable, shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragecurrencies) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Borrower and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any Reportable Event shall occur other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.11 Any Change in Control shall occur. 7.11 7.12 The Borrower or and/or any other member of ERISA Affiliates thereof incur any liability to the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, PBGC pursuant to Section 4201 Title IV of ERISA (other than liability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the aggregate pursuant to Title IV of ERISA, or the Borrower and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to such Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000 in the aggregate. 7.12 The 7.13 Any of the following events occurs with respect to any Benefit Plan of the Borrower or any ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or terminate any Note shall fail to remain in full force or effect or any action shall be taken such Benefit Plan, (e) the implementation by the Borrower to assert the invalidity or unenforceability any ERISA Affiliate thereof of any steps to terminate any such Loan DocumentBenefit Plan, or (f) the receipt of notice by the Borrower or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower and/or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate.

Appears in 3 contracts

Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Sound Energy Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach. 7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.12 7.11. Any Change in Control shall occur. 7.12. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of any Loan Document (other than this Agreement or other than a breach which constitutes an Event of Default under another Section of this Article VII), which default or breach continues beyond (A) thirty (30) days after the earlier of (i) any Note Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach or, (B) if greater, any period of grace provided in such Loan Document. 7.13. Any Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Appears in 2 contracts

Samples: Credit Agreement (M.D.C. Holdings, Inc.), Credit Agreement (MDC Holdings Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a "Default" hereunder: 7.1 (a) Any Borrower shall fail to pay, when due, any principal, interest or any other sum payable hereunder, under either Replacement Note, any Debenture, any other Settlement Document or any Surviving Document (whether upon maturity thereof, upon any installment payment date, upon any mandatory prepayment date, upon acceleration or otherwise). (b) Any representation or warranty of any Borrower made or deemed made by or on behalf of the Borrower under herein or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Settlement Document shall be prove to have been incorrect or untrue in any material respect when on or as of the date made or deemed to have been made. 7.2 Nonpayment (c) Any Borrower shall fail to observe, satisfy or perform any other term, covenant or agreement contained in this Agreement, in any other Settlement Documents or in any Surviving Document, and such failure shall continue unremedied for any grace period applicable thereto. (d) Any Borrower shall default beyond any applicable grace period with respect to any indebtedness or contingent obligations owing by such Borrower to any Lender or any third party, including, without limitation, CIT, and involving an amount in any such case of $25,000 or more. (e) Any Operating Borrower (other than WEI) shall: (i) principal apply for or consent to the appointment of a receiver, trustee or liquidator of such Borrower or any Loan when due, of such Borrower's property or assets; (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes duebe unable, or admit in writing such Borrower's inability, generally to pay such Borrower's debts as they mature; (iii) interest upon any Loan or make a general assignment for the benefit of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or creditors; (iv) file a voluntary petition of bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any other obligation law or liability statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect or (v) any action shall be commenced seeking an order for relief against any Operating Borrower, or seeking reorganization, arrangement or composition of such Borrower or such Borrower's debts under this Agreement any law or statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect. (f) The issuance of any other Loan Document attachment or garnishment against any Borrower as the debtor, which is not discharged within thirty (30) days after the same becomes duethereafter. 7.3 The breach by the Borrower (g) One or more judgments or decrees in excess of $50,000 in any of the terms or provisions of Section 6.2, 6.3 (provided that such Default case shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or entered against any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Operating Borrower (other than a breach which constitutes a Default under another Section of this Article VIIWEI) of any of the terms and shall not have been vacated, discharged, stayed or provisions of this Agreement which is not remedied bonded pending appeal within thirty (30) days after written notice is given to from the Borrower by the Agent or any Lenderentry thereof. (ih) Failure of the Any Borrower shall revoke or attempt to revoke any Settlement Document or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Surviving Document.

Appears in 2 contracts

Samples: Settlement Agreement (Williams Industries Inc), Settlement Agreement (Williams Industries Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) two Business Days after the same becomes due, (iii) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, nonpayment of interest upon any Loan within five Business Days after the same becomes due, or nonpayment of any fee facility fee, utilization fees, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes Borrower’s receipt of the applicable invoice (or, if invoiced before the due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days date, after the same becomes due). 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17 or 6.146.18. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness or Rate Management Obligation aggregating in excess of $15,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable otherwise being appropriately contested in good faith. 7.10. An ERISA Event shall occur have occurred that, in connection the opinion of the Required Lenders, when taken together with any Plan all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant become subject to Section 4201 the required payment of ERISA, a withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or is in endangered or critical status within the meaning of Section 305 of ERISA, if as a result of such termination reorganization, termination, endangered status or critical status, the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated, or in endangered or critical status have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization, termination, endangered status or critical status occurs by an amount which could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement 7.13. The Borrower or any Note of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. Any Guaranty required hereunder shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor required to be a party to a Guaranty shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any such Loan DocumentGuarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect. 7.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct.

Appears in 2 contracts

Samples: Credit Agreement (Lancaster Colony Corp), Credit Agreement (Lancaster Colony Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan or any L/C Obligation when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Loan, L/C Obligation or of any commitment fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 Sections 6.1 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.7, 6.9(v)(a), 6.10, 6.11, 6.12, 6.13 or 6.146.15. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (a) To the extent not waived, or if applicable, cured, (i) Failure the failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $10,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) the default by the Borrower or any Material Significant Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace periodterm, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or (iii) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any Significant Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iiib) the Borrower or any of its Material Significant Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Significant Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety thirty (9030) consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of Property of the Borrower and its Significant Subsidiaries which, when taken together with all other court order Property of the Borrower and its Significant Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any Significant Subsidiary shall fail within sixty (60) days to pay, bond or otherwise discharge in accordance with its terms one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change Except as disclosed in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredDisclosure Documents, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any ERISA Affiliate incurs any liability to the PBGC (other member than liability for premium payments which are paid when due) or a Benefit Plan pursuant to Title IV of ERISA or the Controlled Group as Borrower or any ERISA Affiliate incurs any withdrawal liability pursuant to Title IV of ERISA with respect to a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Portland General Electric Co /Or/), Credit Agreement (Portland General Electric Co /Or/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) . 7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on Indebtedness with an aggregate principal amount of $50,000,000 or more if the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other document evidencing or relating to Indebtedness with an aggregate principal amount of $50,000,000 or more shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (ivor a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15. 7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 50,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any ERISA Affiliate or any Reportable Event shall occur in connection with any other Person to terminate a Pension Plan that could reasonably be expected to have if, as a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The result of such termination, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of ERISA Affiliate could be required to make a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability contribution to such Multiemployer Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or (ii) the complete or partial withdrawal from any Pension Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member ERISA Affiliate if, as a result of such withdrawal, the Borrower or any ERISA Affiliate could incur any liability by such Pension Plan in excess of $50,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iv) an ERISA Event shall have occurred that, in the opinion of the Controlled Group as withdrawal liability (determined as of the date of such notification)Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.12 The 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.14. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Borrower or any other member Person contests in writing the validity or enforceability of the Controlled Group shall have been notified by the sponsor any provision of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement any Loan Document; or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to assert the invalidity revoke, terminate or unenforceability of rescind any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.4(a), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.19. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days Business Days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment adjustment, rehabilitation or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay (or make arrangements to pay), bond or otherwise discharge one or more judgments which are not stayed on appeal or otherwise being appropriately contested in good faith and which are (a) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (b) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11 Any Change in Control shall occur. 7.11 The Borrower 7.12 Any material License of RLIC or MHIC (a) shall be revoked by the Governmental Authority which issued a material License, or any other member of the Controlled Group action (administrative or judicial) to revoke a material License shall have been notified commenced against RLIC or MHIC and shall not have been dismissed within 180 days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the sponsor expiration thereof following application for such reissuance or renewal by RLIC or MHIC, as applicable. 7.13 The Insurance Subsidiaries shall be the subject of one or more final non-appealable orders imposing a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan fine in an amount which, when aggregated with all in excess of $10,000,000 in any single instance or other amounts required to be paid to Multiemployer Plans by such orders imposing fines in excess of $35,000,000 in the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of aggregate after the date of this Agreement by or at the request of one or more state insurance regulatory agencies as a result of the violation by such notification)Insurance Subsidiaries of such states’ applicable insurance laws or the regulations promulgated in connection therewith. 7.14 Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to result in have a Material Adverse EffectEffect and which is not stayed within ten (10) days. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Rli Corp), Credit Agreement (Rli Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or 7.1. Nonpayment of any principal payment on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect Note when made or deemed madedue. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any fee Unused Fee or of any other payment obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2Article VI. 7.4. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, 6.3 (provided that such Default any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be deemed automatically cured or waived upon materially false on the delivery date as of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14which made. 7.4 7.5. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty five (305) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.6. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Recourse Indebtedness, regardless of amount, or any other Consolidated Outstanding Indebtedness (after any applicable grace periodother than Indebtedness hereunder and Indebtedness under Swap Contracts) any in excess of $50,000,000 in the aggregate (collectively, “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or agreement relating to condition contained in any Material Indebtedness and as a result thereof agreement, or any other event shall occur or condition exist, which causes or permits any such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; thereof (provided that the foregoing failure to pay any such Material Indebtedness shall not apply constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome, and provided further that Material Indebtedness shall not include either (i) that portion of the Consolidated Outstanding Indebtedness due from IN Retail Fund Algonquin Commons, L.L.C., which is an Investment Affiliate, under loans made by Teachers Insurance and Annuity Association of America having current principal balances of approximately $72,300,000 and $19,600,000, respectively, which are secured by the Projects known as Algonquin Commons and The Exchange at Algonquin Commons, each located in Algonquin, Illinois (the “Algonquin Indebtedness”) or (ii) any mandatory prepayment Recourse Indebtedness of the Borrower or optional redemption another member of the Consolidated Group arising from Guarantee Obligations undertaken with respect to such Algonquin Indebtedness unless and until the fifth (5th) Business Day after the date on which the holders of the Algonquin Indebtedness institute judicial proceedings to collect such Recourse Indebtedness); or, under any Indebtedness Swap Contract, the occurrence of an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which would be required the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to be repaid which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in connection with either event, the consummation of a transaction Swap Termination Value owed by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower as a result thereof is greater than $10,000,000. 7.7. The Borrower, or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 7.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Subsidiary or for any Substantial Portion of its Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment 7.9. The Borrower or other court order any of its Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments, warrants, writs of attachment, execution or similar process or orders for the payment of money in excess an amount which, when added to all other judgments, warrants, writs, executions, processes or orders outstanding against Borrower or any Subsidiary would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith; provided, however, that if a bond has been issued in favor of $100,000,000 (net the claimant or other Person obtaining such judgment, warrant, writ, execution, order or process, the issuer of any amounts paid such bond shall execute a waiver or covered by independent third party insurance as subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the relevant insurance company does not dispute coverage) shall be rendered against issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysits Subsidiaries. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $500,000 per annum. 7.12 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $500,000. 7.13 Any material portion 7.12. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower to assert the invalidity or unenforceability any of its Subsidiaries or Investment Affiliates. 7.13. The occurrence of any such “Default” as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided. 7.14. The attempted revocation, challenge, disavowment, or termination by the Borrower or Guarantors of any of the Loan Documents. 7.15. Any Change of Control shall occur. 7.16. Any Change in Management shall occur. 7.17. A federal tax lien shall be filed against Borrower or any of its Subsidiaries under Section 6323 of the Code or a lien of the PBGC shall be filed against Borrower or any of its Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise unsatisfied) for a period of twenty-five (25) days after the date of filing.

Appears in 2 contracts

Samples: Credit Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.1.2. Nonpayment of (i) principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or any cash collateral amount due pursuant to Section 2.23.10 when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.1.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.3(i) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22. 7.4 7.1.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.1.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.1.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.1.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.1.7. 7.7 7.1.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.7.1.6

Appears in 2 contracts

Samples: Credit Agreement (Sei Investments Co), Credit Agreement (Sei Investments Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 's or any Material Subsidiary’s 's existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 7.8. A judgment or other court order for the payment of money in excess of $100,000,000 65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 7.10. Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $75,000,000. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $75,000,000. 7.13 7.13. Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days one day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.9, 6.10, 6.126.14, 6.13 6.16, or 6.146.17. 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower Company or any of its Material Significant Subsidiaries to pay when due (after any principal, interest or other amounts, subject to any applicable grace period) any Material Indebtedness; (ii) , or the Borrower default by the Company or any Material Subsidiary shall default (after of its Significant Subsidiaries in the expiration performance beyond the applicable grace period with respect thereto, if any, of any applicable grace period) term, provision or condition contained in the observance Five Year Credit Agreement or performance any agreement or agreements under which any Indebtedness in excess of 2% of Adjusted Tangible Net Worth was created or is governed, or any covenant other event shall occur or agreement relating condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Company or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower Company or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Company or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other court order Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Company or any of its Significant Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in (not covered by insurance)in excess of $100,000,000 2% of Adjusted Tangible Net Worth (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in either such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $75,000,000 which it shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant become liable to Section 4201 pay under Title IV of ERISA, withdrawal liability ; or notice of intent to such Multiemployer terminate a Single Employer Plan with Unfunded Liabilities in an amount which, when aggregated with all other amounts required to excess of $20,000,000 (a "Material Plan") shall be paid to Multiemployer Plans filed under Section 4041(c) of ERISA by the Borrower or any other member of the Controlled Group as withdrawal Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (determined as other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the date of such notification)PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, could reasonably be expected to result in or a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminateddefault, within the meaning of Title IV Section 4219(c)(5) of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.with respect

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Cardinal Health Inc), 364 Day Credit Agreement (Cardinal Health Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of 8.2 (i) Nonpayment of principal of any Loan when due, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 8.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written notice is thereof given in accordance with Section 14.1 or after the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the Borrower event such breach can be cured by corrective action of the Loan Parties as determined by the Administrative Agent or any Lenderin its sole discretion). (i) 8.4 Failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due any Indebtedness (after other than Permitted Nonrecourse Indebtedness) aggregating in excess of $10,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries 8.5 Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6. 7.7 8.6 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 8.7 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion. 8.8 The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 (net of any amounts paid 10,000,000 in the aggregate, which are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 8.9 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 8.10 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 8.11 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000. 8.12 Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. 7.13 8.13 Any material portion of this Agreement or any Note Change in Control shall fail to remain in full force or effect or any occur. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect. 8.14 Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders. 8.15 The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.

Appears in 2 contracts

Samples: Credit Agreement (Toll Brothers Inc), Credit Agreement (Toll Brothers Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.11, 6.12, 6.13 or 6.146.16(b). 7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender. (e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable. (if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h). 7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electric transmission line facilities, or any interest therein, to a regional independent grid operator. (j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 (k) Any Change in Control ERISA Event shall occur. 7.11 The Borrower occur with respect to any Plan or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower ERISA Events that have occurred, has or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 (l) The Borrower or any other member of its Subsidiaries shall (i) be the Controlled Group shall have been notified subject of any proceeding or investigation pertaining to the release by the sponsor Borrower, any of a Multiemployer Plan that such Multiemployer Plan is being terminatedits Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, within or (ii) violate any Environmental Law, which, in the meaning case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect. 7.13 (m) Any material portion Change in Control shall occur. (n) The Parent shall cease to own, free and clear of this Agreement all Liens, 100% of the outstanding shares of voting stock of the Borrower. (o) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Idaho Power Co), Credit Agreement

Defaults. The occurrence of any one or more of the following events shall constitute a Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34; (with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.; (ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any toxic or hazardous waste or substance into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.; 7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; (o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; (p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or (s) the Borrower or any of its Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.

Appears in 2 contracts

Samples: Credit Agreement (Star Gas Partners Lp), Credit Agreement (Star Gas Partners Lp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16 or 6.146.17. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender. ; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date or (if the Borrower has elected the Term-Out Option) the Maturity Date. 7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 7.10 A Change of Control shall occur. 7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to assert the invalidity extent that such occurrence can be cured, shall continue for five days. 7.13 The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.

Appears in 2 contracts

Samples: Credit Agreement (Great Plains Energy Inc), Credit Agreement (Kansas City Power & Light Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Borrower, Guarantor or any of its Subsidiaries to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan or reimbursement obligation in respect of any Letter of Credit when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any facility fee, Letter of Credit fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower or Guarantor of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17 or 6.146.18. 7.4 7.4. The breach by the Borrower or Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lenderdays. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or Guarantor to pay when due (after any applicable grace periodwhether at stated maturity, on the date fixed for prepayment, by acceleration or otherwise) any Indebtedness aggregating in excess of $50,000,000 (“Material Indebtedness”); (ii) or the default by Borrower or any Material Subsidiary shall default of its Subsidiaries or Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of Borrower or any of its Subsidiaries or Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The 7.6. Borrower or any of its Material Subsidiaries or Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Borrower and its Subsidiaries or Guarantor which, when taken together with all other Property of Borrower and its Subsidiaries or Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Borrower or any of its Subsidiaries or any Guarantor shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 50,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could in the aggregate shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 The 7.11. Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect. 7.12 The 7.12. Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if such reorganization or termination could shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect. 7.13 Any material portion of this Agreement 7.13. Borrower or any Note of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. The obligations of Guarantor under Article XIII hereof shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any of such Loan Documentobligations, or Guarantor shall deny that it has any further liability under such Article XIII, or shall give notice to such effect.

Appears in 2 contracts

Samples: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrower. 7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) Business Days after the same becomes days of when due, or (iii) interest upon any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Administrative Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 The breach by the Borrower of any of the terms or provisions of covenants set forth in Section 6.2, 6.3 6.19 (other than as provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicablein Section 6.19(d), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 7.5 Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverageinsurance), or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.11 Any Change in Control shall occur. 7.12 The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminatedany Loan Document (other than this Agreement), within the meaning which default or breach continues beyond any period of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided. 7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Appears in 2 contracts

Samples: Credit Agreement (TRI Pointe Group, Inc.), Credit Agreement (TRI Pointe Homes, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) . 7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on (i) Indebtedness under the U.S. Bank Facility or (ivii) other Indebtedness with an aggregate principal amount (for all affected Indebtedness described in this clause (ii)) of $50,000,000 or more if, in the case of both clause (i) and clause (ii), the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other obligation document evidencing or liability relating to Indebtedness described in clause (i) or to Indebtedness with an aggregate principal amount of $50,000,000 or more described in clause (ii) above shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15. 7.6. The Borrower shall default in the performance of any of its other obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 50,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any ERISA Affiliate or any Reportable Event shall occur in connection with any other Person to terminate a Pension Plan that could reasonably be expected to have if, as a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The result of such termination, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of ERISA Affiliate could be required to make a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability contribution to such Multiemployer Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or (ii) the complete or partial withdrawal from any Pension Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member ERISA Affiliate if, as a result of such withdrawal, the Borrower or any ERISA Affiliate could incur any liability by such Pension Plan in excess of $50,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iv) an ERISA Event shall have occurred that, in the opinion of the Controlled Group as withdrawal liability (determined as of the date of such notification)Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.12 The 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.14. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Borrower or any other member Person contests in writing the validity or enforceability of the Controlled Group shall have been notified by the sponsor any provision of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement any Loan Document; or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to assert the invalidity revoke, terminate or unenforceability of rescind any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) . 7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 hereof. 7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $40,000,000; or (ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Mge Energy Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34; (with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.; (ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any Materials of Environmental Concern into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.; 7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; (o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; (p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or (s) the Borrower, PHI or any of their respective Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.

Appears in 2 contracts

Samples: Credit Agreement (Star Group, L.P.), Credit Agreement (Star Gas Partners Lp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) or nonpayment of any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or any Material Indebtedness of the Borrower or any of its Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith in a timely manner any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) 65,000,000 shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $65,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $65,000,000. 7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 7.2. Nonpayment of (ia) any principal of any Loan Note or any Reimbursement Obligation when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 6.10 through 6.24. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) thirty consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within thirty days to pay, bond or otherwise discharge any judgments or orders for the payment of money an aggregate amount in excess of $100,000,000 (net of any amounts paid or 15,000,000, which is not covered by independent third party undisputed insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which the relevant insurance company does not dispute coverage) no enforcement actions have been commenced. 7.10. Any Change in Control shall occur. 7.11. The Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be rendered against taken to discontinue or to assert the Borrower invalidity or unenforceability of the Subsidiary Guaranty, or any Material Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary and Guaranty, or any Guarantor denies that it has any further liability under the Subsidiary Guaranty, or gives notice to such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) dayseffect. 7.9 7.12. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 7.13. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion the aggregate annual contributions of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower and the other members of the Controlled Group (taken as a whole) to assert all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the invalidity amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or unenforceability of any such Loan Documenttermination occurs by an amount exceeding $15,000,000.

Appears in 2 contracts

Samples: Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.9, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 2 contracts

Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)

Defaults. The occurrence If Client: (i) defaults in the payment of any one or more sum of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with money due; (ii) breaches this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of otherwise defaults in any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after material respect in the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower performance of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreementobligations; or (iii) commits an act of bankruptcy or becomes the Borrower subject of any proceeding under the Bankruptcy Code or becomes insolvent or if any substantial part of Client's property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency; then, in any such event, Fiserv may, upon written notice, terminate this Agreement and be entitled to recover from Client as liquidated damages an amount equal to the present value of all payments remaining to be made hereunder for the remainder of the initial term or any renewal term of this Agreement. For purposes of the preceding sentence, present value shall be computed using the "prime" rate (as published in The Wall Street Journal) in effect at the date of termination and "all payments remaining to be made" shall be calculated based on the average bills for the 3 months immediately preceding the date of termination. Client agrees to reimburse Fiserv for any expenses Fiserv may incur, including reasonable attorneys' fees, in taking any of the foregoing actions. If Fiserv: (i) breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any of its Material Subsidiaries shall not pay, obligations; or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make commits an assignment for act of bankruptcy or becomes the benefit subject of creditorsany proceeding under the Bankruptcy Code or become insolvent or if any substantial part of Fiserv's property becomes subject to any levy, (iii) apply forseizure, seekassignment, consent toapplication, or acquiesce insale for or by any creditor or governmental agency; then, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Documentevent, Client may, upon written notice, terminate this Agreement, without penalty.

Appears in 1 contract

Samples: Service Agreement (First Capital Bancshares Inc /Sc/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) interest upon any Loan or nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.1, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.6, as applicable)6.7, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14 or 6.146.16. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower or and/or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000, or the equivalent thereof in any currencies (after “Material Indebtedness”); or the default by the Borrower and/or any Subsidiaries in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement under which any Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, if the effect of such default, event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after Indebtedness of the expiration of Borrower and/or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or similar action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or such Significant Subsidiary or any of its Material Property that, when combined with the Property of any of such Person’s Subsidiaries or that is also the subject of any such appointment, constitutes a Substantial Portion of the Property of such Person and its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Significant Subsidiary which, when taken together with all other court order Property of such Person and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of the Property of such Person and its Subsidiaries. 7.9 The Borrower and/or any Subsidiaries, as applicable, shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragecurrencies) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 The Borrower and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any Reportable Event shall occur other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.11 Any Change in Control shall occur. 7.11 7.12 The Borrower or and/or any other member of ERISA Affiliates thereof incur any liability to the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, PBGC pursuant to Section 4201 Title IV of ERISA (other than liability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the aggregate pursuant to Title IV of ERISA, or the Borrower and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to such Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000 in the aggregate. 7.12 The 7.13 Any of the following events occurs with respect to any Benefit Plan of the Borrower or any ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or terminate any Note shall fail to remain in full force or effect or any action shall be taken such Benefit Plan, (e) the implementation by the Borrower to assert the invalidity or unenforceability any ERISA Affiliate thereof of any steps to terminate any such Loan DocumentBenefit Plan, or (f) the receipt of notice by the Borrower or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower and/or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate.

Appears in 1 contract

Samples: Credit Agreement (Puget Energy Inc /Wa)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after . 7.2. The Borrower shall default in the same becomes due, (iii) payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable. 7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on (i) Indebtedness under the JPM Facility or (ivii) other Indebtedness with an aggregate principal amount (for all affected Indebtedness described in this clause (ii)) of $48,000,000 or more if, in the case of both clause (i) and clause (ii), the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other obligation document evidencing or liability relating to Indebtedness described in clause (i) or (ii) above shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity. 7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect. 7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15. 7.6. The Borrower shall default in the performance of any of its other obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due. 7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent). (i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due. 7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing. 7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code. 7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 48,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal. 7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan: (i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $48,000,000; or (ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. 7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 7.13. A Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Madison Gas & Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when is materially false on the date made or deemed madeconfirmed. 7.2 Nonpayment of 7.2. The Borrower fails to pay any (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Loan, any non-usage fee, or of any fee other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same it becomes due. 7.3 7.3. The breach by the Borrower of breaches any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.4, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, or 6.146.20. 7.4 7.4. The breach by the Borrower breaches (other than a breach which that constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which and such breach is not remedied within thirty (30) 30 days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) Failure the Borrower becoming aware of such breach and (ii) the Administrative Agent notifying the Borrower of such breach. 7.5. The Borrower or any of its Subsidiaries fails to pay when due (beyond any applicable grace period) any payment (whether of principal, interest or any other amount) in respect of any Material Indebtedness; the Borrower or any of its Subsidiaries defaults in the performance (beyond any applicable grace period) of any term, provision, or condition in any Material Indebtedness Agreement, or any other event or condition occurs, which causes, or to permits the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any portion of Material Indebtedness of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be is declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall does not pay, or admit admits in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have has an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent consents to, or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator liquidator, or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking seeks dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) takes any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6, or (vvi) fail fails to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval approval, or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator liquidator, or similar official shall be is appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Borrower or any of its Material Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government, or governmental agency condemns, seizes, or otherwise appropriates, or takes custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries that, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the 12-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries fails within 30 days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 5,000,000 (net or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action is legally taken by a judgment creditor to attach or levy upon any assets of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and of its Subsidiaries to enforce any such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysjudgment. 7.9 The Unfunded Liabilities (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of all Single Employer Plans could $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event has occurred that, in the aggregate opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect material liability. 7.11. Any Change in Control occurs. 7.12. The occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any applicable grace period. 7.13. Any Loan Document fails to remain in full force or effect, unless such Loan Document is cancelled or terminated in writing by the Administrative Agent. 7.14. The Borrower or any Reportable Event shall occur in connection with Subsidiary Bank becomes subject to any Plan Regulatory Action that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Bancorpsouth Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect materially false on the date such representation or untrue in any material respect when warranty is made or deemed made. 7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the “Availability”) on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, (iiic) nonpayment of interest upon any Loan or of any fee Commitment Fee or Usage Fee, LC Fee, or other obligations under any of the Loan Documents within five (5) Business Days days after the same becomes due due, or (ivd) nonpayment of any other obligation or liability under this Agreement or any other Loan Document Reimbursement Obligation within thirty (30) days one Business Day after the same becomes due. 7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon to the delivery extent relating to the notice of such notice or the cure or waiver of the related Unmatured a Default or Unmatured Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.10 through 6.16, 6.10, 6.12, 6.13 or 6.146.18 and 6.20. 7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event or condition is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to (a) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (b) any event or condition that causes, or permits the holder or such holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or declares such Material Indebtedness to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds, or extraordinary receipts. 7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.6 or (f) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan. 7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 7.13 The Parent or any of its Restricted Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Restricted Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14 Any material portion of this Agreement or any Note Change in Control shall occur. 7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (Cameron International Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty (other than a representation or warranty contained in Section 5.20) made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, or LC Fee within five days after the same becomes due, or nonpayment of any other obligations under any of the Loan Documents within five (5) Business Days days after notice from Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 7.3. The breach by the Borrower or the General Partner of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.19, 6.23 or 6.146.24. 7.4 7.4. The breach by the Borrower or the General Partner (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender, except that if such breach is curable, but is not susceptible of being cured within thirty days, then such breach shall not constitute a Default so long as Borrower commences cure within thirty days and diligently continues to cure the breach thereafter and completes such cure no later than ninety (90) days after notice of such breach. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or any Guarantor to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower Borrower, the General Partner, any Guarantor, or any of its Material Subsidiaries which contribute $10,000,000 or more to the Total Asset Value, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary, Property which contributes $10,000,000 or more to the Total Asset Value, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Borrower, any Guarantor, or any of its Material SubsidiariesSubsidiaries which contribute $10,000,000 or more to the Total Asset Value, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Guarantor or any of its Material such Subsidiaries or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary Property which contributes $10,000,000 or more to the Total Asset Value, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Guarantor, or any of its Material such Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower, General Partner or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate (provided that for judgements against unconsolidated Subsidiaries, only the Consolidated Group Pro Rata Share of such judgment shall be included in determining whether the $10,000,000 threshold is exceeded), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. Any Change in Control shall occur. 7.11. The Borrower or any Reportable Event of its Subsidiaries shall occur (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that could the case of an event described in clause (i) or clause (ii), would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change 7.12. The occurrence of any "default", as defined in Control shall occurany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 7.13. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect (excluding in each case the occurrence of the foregoing as a result of a Guarantor ceasing to exist or ceasing to be a Subsidiary as a result of a transaction permitted elsewhere in this Agreement). 7.14. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct.

Appears in 1 contract

Samples: Credit Agreement (Amli Residential Properties Trust)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.126.11, 6.13 6.12 or 6.146.13. 7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender. (e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable. (if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h). 7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electronic transmission line facilities, or any interest therein, to a regional independent grid operator. (j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 (k) Any Change Reportable Event shall occur in Control shall occur. 7.11 The connection with any Plan, or the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $25,000,000; the Borrower or any member of the Controlled Group has failed to meet the minimum funding standard of Section 412(a) of the Code or Section 302(a) of ERISA with respect to any Plan, or sought or been granted a funding waiver under Section 412(c) of the Code or Section 302(c) of ERISA with respect to any Plan; or the Borrower or any member of the Controlled Group has provided to affected parties a notice of intent to terminate a Plan under Section 4041 of ERISA or has received notice from the PBGC that the PBGC has instituted or intends to institute proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan, and the Unfunded Liabilities with respect to such Plan exceed $75,000,000. (l) The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.12 (m) Any Change in Control shall occur. (n) The Borrower or any other member shall cease to own, free and clear of all Liens, 100% of the Controlled Group shall have been notified by the sponsor outstanding shares of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning voting stock of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse EffectIPC. 7.13 (o) Any material portion provision of this Agreement any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Idacorp Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary to any Lender or the Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) nonpayment (i) principal when due (whether upon demand or otherwise) of any Loan when due, (ii) any principal or Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee owing under any of the Loan Documents Document or (ii) within five three (53) Business Days after the same becomes of when due (whether upon demand or (ivotherwise) of any interest, fee or other obligation or liability (except those set forth in clause (i) above) owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower or any Restricted Subsidiary of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence6.4(a), 6.106.6, 6.126.11(a), 6.13 or 6.14.through 6.19, 6.22(a) and (b), 6.23, and 6.25 through 6.27 (in the case of Sections 6.25.1 and 6.25.2, subject to Section 6.25.3); 7.4 The (d) the breach by the Borrower or any Restricted Subsidiary (other than a breach which constitutes a Default under another Section subsection of this Article VII) of any of the terms or provisions other Section of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of such breach or written notice is given to the Borrower by from the Agent or any Lender.; (ie) Failure a default or breach occurs under any term, provision or condition contained in any Material Indebtedness Agreement of the Borrower or any Restricted Subsidiary, the effect of its which default or breach is to cause, or to permit the holder(s) of such Material Subsidiaries to pay when due (after any applicable grace periodIndebtedness or the lender(s) under any Material IndebtednessIndebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) or the Borrower or any Material Restricted Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The (f) the Borrower or any of its Material Subsidiaries Restricted Subsidiary or the Managing General Partner shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty that constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this subsection (f), or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g); 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Restricted Subsidiary or the Managing General Partner or any portion of its Material Subsidiaries or any Property that constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against any Loan Party or the Borrower or any of its Material Subsidiaries Managing General Partner and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Restricted Subsidiary which, when taken together with all other Property of the Borrower or any Restricted Subsidiary so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of the Borrower or any Restricted Subsidiary occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 50,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The Borrower or any other member of the Controlled Group (l) an ERISA Event shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichoccurred that, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification)ERISA Events that have occurred, could reasonably be expected to result in have a Material Adverse Effect.; 7.12 The (m) the Borrower or any Restricted Subsidiary shall (i) be the subject of any proceeding or investigation for a claim pertaining to the release by such Person or any other member Person of any toxic or hazardous waste or substance into the Controlled Group shall have been notified by environment or (ii) violate any Environmental Law, which, in the sponsor case of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination an event described in clause (i) or clause (ii) could reasonably be expected to result in have a Material Adverse Effect.; 7.13 Any material portion of this Agreement or any Note (n) the Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; (o) except as otherwise permitted under this Agreement, any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Borrower or any Restricted Subsidiary shall fail to comply with any of the terms or provisions of any Collateral Document; (p) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (q) any Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any Property of such Loan DocumentParty having a fair market value in excess of $50,000,000.

Appears in 1 contract

Samples: Credit Agreement (USA Compression Partners, LP)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Section 10.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Section 10.2. Nonpayment of (i) principal of any Loan when due, (iinonpayment of any amount due under Section 2.8(b)(i) when due, nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 Section 10.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3, Article VII, Article VIII or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article IX. 7.4 Section 10.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VIIX) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) ten days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) Section 10.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 Section 10.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.710.7. 7.7 Section 10.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv10.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Section 10.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. Section 10.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 Section 10.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that Plan. Section 10.11. Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period. Section 10.12. Any Change in Control shall occur. Section 10.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 Section 10.14. Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan effect. Section 10.15. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect; or any action by Borrower or any of its Subsidiaries shall be taken to discontinue or to assert the invalidity of unenforceability of any Collateral Document. Section 10.16. The Borrower shall fail to comply in any material respect with any of the terms or provisions of any Collateral Document. Section 10.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. Section 10.18. The occurrence of a default under any Senior Note Document, any Permitted Bond Document or any 9.60% Senior Notes Refinancing Document, which such default shall continue unremedied or is not waived prior to the expiration of any applicable period of grace or cure under any such Senior Note Document, any such Permitted Bond Document, or any such 9.60% Senior Notes Refinancing Document, as applicable.

Appears in 1 contract

Samples: Credit Agreement (Cimarex Energy Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of any Borrower or any of its Subsidiaries to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) 10 days after the same becomes due. 7.3 7.3. The breach by the any Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article VI . 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the any Borrower or any of its Material Subsidiaries or any Guarantor to pay when due any Indebtedness aggregating in excess of $1,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by any Borrower or any Material Subsidiary shall default (after the expiration of its Subsidiaries or any applicable grace period) Guarantor in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of any Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The 7.6. Any Borrower or any of its Material Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the any Borrower or any of its Material SubsidiariesSubsidiaries or any Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the any Borrower or any of its Material Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any of its Material Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Borrower and/or its Subsidiaries and/or any Guarantor which, when taken together with all other court order Property of the Borrowers and their Subsidiaries and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Any Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 3,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $3,000,000 or any Reportable Event shall occur in connection with any Plan that Plan. 7.11. Any Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by any Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.12. Any Change in Control shall occur. 7.11 7.13. The Borrower occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (MPW Industrial Services Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Bank under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of under any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any fee Facility Fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.12, 6.13 6.11 or 6.146. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Agent or any LenderBank. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness when due; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating to under which any Material Indebtedness and as a result thereof was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect effect, or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 7.8. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000 which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect$10,000,000. 7.10 Any Change in Control shall occur. 7.11 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000. 7.12 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $10,000,000. 7.13 7.12. Any material portion of this Agreement Change in Control shall occur. 7.13. The guaranty set forth in Article XIV or any Note Guarantee shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability thereof, or the Borrower or any Guarantor, as the case may be, shall fail to comply with any of the terms or provisions thereof. 7.14. Termination of any such Loan Documentlicense held by the Borrower or any Subsidiary which will have a Material Adverse Effect.

Appears in 1 contract

Samples: Senior Revolving Credit Agreement (Enesco Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1. Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of 8.2. (i) Nonpayment of principal of any Loan when duedue under this Agreement, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 8.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written notice is thereof given by the Administrative Agent or the Required Lenders to the Borrower in accordance with Section 14.1 or after the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the event such breach can be cured by corrective action of the Loan Parties as determined by the Administrative Agent or any Lenderin its reasonable discretion). (i) 8.4. Failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due any Indebtedness (after any applicable grace periodother than (i) any Material Indebtedness; Permitted Nonrecourse Indebtedness and (ii) guarantees of Indebtedness of Non-Loan Parties, to the Borrower extent and for so long as the payment obligation by a Loan Party under such guarantee is being contested in good faith by appropriate proceedings, and any judgment against any Loan Party is subject to an appeal and does not otherwise result in a Default under Section 8.5) aggregating in excess of $50,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or in connection with a mandatory prepayment or offer with respect to the sale, casualty or condemnation of any Property secured by such Material Indebtedness) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; or any “Default” (as such term is defined in the Existing Credit Agreement) shall have occurred and be continuing under the Existing Credit Agreement. 7.6 The Borrower or any of its Material Subsidiaries 8.5. Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6. 7.7 8.6. Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 8.7. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion. 8.8. The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 50,000,000 in the aggregate (net of any amounts paid or to the extent not covered by insurance provided by an independent third solvent third-party insurance as to insurer who has been notified of such judgment, order or decree and has not denied coverage), which the relevant insurance company does are not dispute coverage) shall be rendered against the Borrower stayed on appeal or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 8.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 8.10. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 8.11. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 8.12. Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect. 7.13 8.13. Any material portion Change of this Agreement or any Note Control shall fail to remain in full force or effect or any occur. 8.14. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect. 8.15. Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders. 8.16. The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.

Appears in 1 contract

Samples: Credit Agreement (Toll Brothers Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect materially false on the date such representation or untrue in any material respect when warranty is made or deemed made. 7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the "Availability") on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, (iiic) nonpayment of interest upon any Loan or of any fee Commitment Fee or Usage Fee, LC Fee, or other obligations under any of the Loan Documents within five (5) Business Days days after the same becomes due due, or (ivd) nonpayment of any other obligation or liability under this Agreement or any other Loan Document Reimbursement Obligation within thirty (30) days one Business Day after the same becomes due. 7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon to the delivery extent relating to the notice of such notice or the cure or waiver of the related Unmatured a Default or Unmatured Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.10 through 6.16, 6.10, 6.12, 6.13 or 6.146.18 and 6.20. 7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event or condition is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to (a) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (b) any event or condition that causes, or permits the holder or such holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or declares such Material Indebtedness to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds, or extraordinary receipts. 7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.6 or (f) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan. 7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 7.13 The Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14 Any material portion of this Agreement or any Note Change in Control shall occur. 7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (Cameron International Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any the Credit ExtensionExtension on the Closing Date, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iviii) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (a) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.11, 6.12, 6.13 or 6.14, (b) the breach by the Borrower of any of the terms or provisions of Section 6.1.1, 6.1.2, 6.1.3, or 6.1.8 which is not remedied within five (5) Business Days after written notice thereof is given by the Agent or a Lender to the Borrower or (c) the breach by the Borrower of any of the terms or provisions of Section 6.16 or 6.17 which is not remedied within five (5) Business Days after the earlier of (i) written notice is given to the Borrower by the Agent or a Lender and (ii) the date an Authorized Officer becomes aware of such Default. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Agent or any Lendera Lender to the Borrower. (ia) Failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due (after any applicable grace period) any Material Indebtedness; (iib) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iiic) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6, or (vvi) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.. 44 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $65,000,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $65,000,000. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Term Loan Agreement (Oge Energy Corp.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) two Business Days after the same becomes due, (iii) nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, nonpayment of interest upon any Loan within five Business Days after the same becomes due, or nonpayment of any fee facility fee, utilization fees, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes Borrower’s receipt of the applicable invoice (or, if invoiced before the due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days date, after the same becomes due). 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17 or 6.146.18. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any Guarantor of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness or Rate Management Obligation aggregating in excess of $15,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the 44 aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable otherwise being appropriately contested in good faith. 7.10. An ERISA Event shall occur have occurred that, in connection the opinion of the Required Lenders, when taken together with any Plan all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant become subject to Section 4201 the required payment of ERISA, a withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or is in endangered or critical status within the meaning of Section 305 of ERISA, if as a result of such termination reorganization, termination, endangered status or critical status, the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated, or in endangered or critical status have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization, termination, endangered status or critical status occurs by an amount which could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement 7.13. The Borrower or any Note of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. Any Guaranty required hereunder shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor required to be a party to a Guaranty shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any such Loan DocumentGuarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect. 7.17. The representations and warranties set forth in Section 5.15 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct.

Appears in 1 contract

Samples: Credit Agreement (Lancaster Colony Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any Guarantor to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan the Loans when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan the Loans or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes duewritten notice from Agent. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender, provided, that if such breach by its nature can be cured, then so long as the continued operation and safety of the Collateral Properties, and the priority, validity and enforceability of the liens created by the Collateral Documents and the value of the Collateral Properties are not impaired, threatened or jeopardized, Borrower shall have an additional period of not to exceed 60 days after receipt of such written notice from Agent or any Lender to cure such breach, so long as 35 Borrower commences to cure such breach during the initial 30 day period and diligently and in good faith continues attempting to effect such cure. (i) Failure of the 7.4 Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries either Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.4 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.5. 7.7 7.5 Without the application, approval or consent of the Borrower or any of its Material Subsidiarieseither Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion substantial portion of its Property, or a proceeding described in Section 7.6(iv7.4(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.6 Any court, government or other court order governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any material portion of the Property of the Borrower or any Guarantor. 7.7 Borrower or either Guarantor shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 100,000 in the aggregate, or (net ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.8 A breach of any amounts paid of the covenants contained in Sections 6.14, 6.17 or covered by independent third party insurance as to which 6.18 or the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or occurrence of any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysChange in Control. 7.9 The Unfunded Liabilities failure of all Single Employer Plans could Guarantor to comply with any of the financial or other covenants contained in Section 8 of the Guaranty. 7.10 The occurrence of any "Default" or "Event of Default" under any Loan or Credit Agreement between Bank One, as agent or individually, and either or both of the Guarantors. 7.11 Borrower shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the aggregate reasonably be expected to result case of an event described in a Material Adverse Effect clause (i) or any Reportable Event shall occur in connection with any Plan that clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change 7.12 The occurrence of any "Event of Default", as defined in Control shall occur. 7.11 The Borrower any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower which default or breach continues beyond any other member period of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided. 7.13 Any material portion Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of this Agreement any Collateral Document, or any Note Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Collateral Document, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document. 7.14 The occurrence of an "Event of Default" under any Ground Lease, regardless of whether or not such Event of Default is cured by Agent or any Lender.

Appears in 1 contract

Samples: Bridge Loan Agreement (Great Lakes Reit)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) interest within three (3) days of when due on any Reimbursement Obligation within five (5) Business Days after the same becomes dueLoan, (iii) interest upon any Loan or nonpayment of any fee Reimbursement Obligation, or (iv) nonpayment of any commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3, or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.Sections 6.10 through 6.25. -55- 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after written notice is given to the Borrower by the Agent or any Lenderdays. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries or any Subsidiary to pay when due any Indebtedness aggregating in excess of $2,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, , (ii) make an assignment for the benefit of creditors, , (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, , (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment arrangement or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Guarantor which, when taken together with all other court order Property of the Borrower or such Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 2,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $2,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occurPlan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $2,000,000 or requires payments exceeding $500,000 per annum. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $2,000,000. 7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14 Any material portion Change in Control shall occur. 7.15 The occurrence of any "default," as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16 Any Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan effect. 7.17 Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of any Collateral Document. 7.18 The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct. 7.19 The Borrower or any Subsidiary shall fail to pay when due under any Operating Lease, any obligation with respect to a Letter of Credit, or any Contingent Obligation. 7.20 Nonpayment by the Borrower of any Rate Hedging Obligation when due or the breach by the Borrower of any term, provision or condition contained in any Rate Hedging Agreement. 7.21 The occurrence of a default or an event of default under the Indenture dated May 1, 2001 under which the XXXXx are issued or any other event which would allow all or any of the holders of the XXXXx to declare the XXXXx to be immediately due and payable.

Appears in 1 contract

Samples: Credit Agreement (Shaw Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Parent or any of its Subsidiaries to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.2 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.25. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower Parent or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by Parent or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after the expiration Indebtedness of Parent or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Parent or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower 7.6. Parent or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Parent and its Subsidiaries which, when taken together with all other court order Property of Parent and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Parent or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11. Nonpayment by Parent or any of its Subsidiaries of any Rate Management Obligation when due or the breach by Parent or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12. Any Change in Control shall occur. 7.11 The Borrower 7.13. Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000. 7.12 The Borrower 7.14. Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of Parent and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.15. Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by Parent, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect. 7.13 Any material portion 7.16. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.17. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (Midas Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made (or deemed made pursuant to Article IV) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date as of which made (or deemed made). 7.2 Nonpayment of (i) principal of any Loan when due, (ii) Note or of any Reimbursement Obligation within five when due (5) Business Days after or in the same becomes duecase of any Reimbursement Obligation due upon demand, (iii) upon demand), or nonpayment of interest upon any Loan Note or of any fee facility fee, agent fee, Issuance Fee or other obligations (other than Reimbursement Obligations which have been converted into Floating Rate Advances pursuant to Section 2.3.6) under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article VI. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after written notice is given to from the Borrower by the Agent or any LenderAgent. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness to any of the Lenders or any other Indebtedness in excess of, singly or in the aggregate, $1,000,000 (after any applicable grace period) any such Indebtedness being herein defined as "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws or the laws of any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws or the laws of any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of of, singly or in the aggregate, $100,000,000 (net of any amounts paid 500,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occurPlan. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000. 7.13 The Borrower or any other member of the Controlled Group shall terminate a Single Employer Plan resulting in Unfunded Liabilities to the Borrower in excess of $500,000. 7.14 The Borrower or any other member of the Controlled Group shall incur liability for a violation of ERISA or the Code with respect to any Benefit Plan which exceeds $250,000. 7.15 The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.16 Any material portion Change in Control shall occur, except such Change in Control consented to by the Agent and all Lenders. 7.17 Nonpayment by the Borrower or any of its Subsidiaries of any Rate Hedging Obligation when due or the default or breach by the Borrower or any of its Subsidiaries of any term, provision or condition contained in any Rate Hedging Agreement, which default or breach continues (without being waived) beyond any period of grace therein provided. 7.18 The occurrence of any "default", as defined in any Loan Document (other than this Agreement or the Notes) or the breach of any Note shall fail to remain of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided and has not been waived. 7.19 The occurrence of any "Default", as defined in full force or effect the Canadian Credit Agreement, the Canadian Guaranty or any action shall be taken by other Canadian Loan Document or the Borrower to assert the invalidity or unenforceability breach of any such of the terms or provisions of the Canadian Credit Agreement, the Canadian Guaranty or any other Canadian Loan Document, which default or breach continues beyond any period of grace therein provided and has not been waived. 7.20 The occurrence and continuance of any default or Event of Default as defined in the Debentures.

Appears in 1 contract

Samples: Loan Agreement (Richardson Electronics LTD/De)

Defaults. The occurrence of any one or more Each of the following events shall constitute a Default” under this Agreement and the other Loan Documents: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) failure of Borrower to make any payment of interest or principal of any Loan when duedue under the Note, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Instrument or of any fee under any of the other Loan Documents within five (5) Business Days calendar days after such amount is due; (ii) failure of Borrower (except as set forth under clause (i) above) to pay any amount, costs, expenses or fees (including attorneys’ fees) of Lender, as required by any provision of the same becomes due or (iv) any other obligation or liability under Note, the Instrument, this Agreement or any of the other Loan Document Documents within ten (10) days after Lender’s written demand for such amount; (iii) failure of Borrower (except as set forth under clauses (i), (ii), (iv), (v), (viii) or (x) of this Section 7(a)) to comply with or perform, or any breach or violation by Borrower of, any warranty, representation, covenant, agreement, prohibition, restriction or condition contained in this Agreement, in the Note, the Instrument, or in any of the other Loan Documents, which failure or breach or violation continues uncured to Lender’s reasonable satisfaction for thirty (30) calendar days after the same becomes due. 7.3 The delivery by Lender of written notice to Borrower describing such failure or breach by the Borrower of any of the terms or provisions of Section 6.2violation; provided, 6.3 (provided however, that if such Default failure or breach or violation shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied be curable within said thirty (30) calendar day period and Borrower is diligently attempting to cure such failure or breach or violation within such thirty (30) calendar day period, then such failure or breach or violation shall not constitute a Default unless it shall continue uncured to Lender’s reasonable satisfaction for sixty (60) calendar days after the delivery by Lender of such notice to Borrower; (iv) the construction of the Improvements has been interrupted in violation of the terms and conditions set forth in this Agreement or the other Loan Documents, except if the construction is temporarily interrupted by virtue of labor unrest, materials shortage, natural disaster, weather, Acts of God, and other causes beyond the reasonable control of the Borrower; Borrower has given Lender written notice of the interruption specifying the cause of the interruption and the expected time of the interruption within ten (10) days after such interruption is given to encountered, and no such interruption shall exceed 60 days in the Borrower aggregate; (v) the Improvements are not fully completed on or before the Completion Date; provided, however that the time for completion of the Improvements shall be extended by the Agent period of time, if any, that construction is delayed by virtue of labor unrest, materials shortage, natural disaster, weather, Acts of God, and other causes beyond the reasonable control of the Borrower; provided, however, that no such extension shall be permitted with respect to any delay unless written notice of the delay specifying the cause of the delay and the expected time of the delay is delivered to Lender within ten (10) days after such delay is encountered, and no such extension shall exceed 60 days in the aggregate; (vi) an unauthorized Encumbrance has been filed or otherwise asserted against the Property or Collateral or any Lender.part thereof and such Encumbrance has not been released or bonded over as required by this Agreement or the other Loan Documents; (vii) Lender believes in good faith that: (i) Failure of the Improvements materially deviate or shall materially deviate from the Plans and Specifications and other information and materials provided to Lender or contain any material defects in workmanship or materials which deviations or defects the Borrower or any of its Material Subsidiaries shall not have commenced to pay when due correct within seven (7) days from Lender’s notice to Borrower thereof and thereafter diligently pursued the correction thereof to completion as quickly as reasonably possible, not to exceed 30 days after any applicable grace period) any Material Indebtednesssuch notice; (ii) the Borrower Improvements cannot be completed in accordance with the Plans and Specifications and other information and materials provided to Lender for the remaining Loan proceeds; or (iii) Borrower, any Guarantor, the Engineer or the General Contractor has suffered a material adverse change in its financial condition, business operations, or property; (viii) except as provided in and permitted under the Note or Instrument, any sale, assignment, transfer, conveyance, mortgaging, encumbering or other change in, or collateral assignment of, the legal title to or beneficial interest in the Property or Borrower, or any Material Subsidiary part thereof, or any interest therein, including, without limitation, the granting of any subordinate lien, whether voluntarily or involuntarily by operation of law and whether or not of record or for consideration; (ix) any default shall default (occur under any of the other Loan Documents which remains uncured after the expiration of any applicable grace notice and/or cure period; (x) in a material misrepresentation or material error or withholding of material information by Borrower incident to the observance Loan or performance the Loan Documents; and (xi) the occurrence of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared event deemed to be due and payable a default under paragraphs 7(b) or required to be prepaid or repurchased (other than by a regularly scheduled payment7(c) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become duehereof. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Construction Loan Agreement (CNL Income Properties Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Issuer under or in connection with this Agreement, any other Credit ExtensionDocument, any Facility LC or any certificate or information delivered in connection with this Agreement or any other Loan Credit Document shall be incorrect materially false or untrue in any material respect when misleading on the date as of which made or deemed made. 7.2 Nonpayment Non-payment of (i) any principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or non-payment of any interest or any fee or other obligation owing by the Borrower under any of the Loan Credit Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes when due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2Clause 6.2 (Use of Facility LCs), Clause 6.3 (provided that such Default shall be deemed automatically cured Certain Notices), Clause 6.8 (Merger), Clause 6.10 (Sale of Assets), Clause 6.11 (Liens) or waived upon Clause 6.13 (Inconsistent Agreements) or a breach by the delivery Borrower of such notice or the cure or waiver any of the related Unmatured Default terms or Default, as applicableprovisions of Clause 6.12 (Adjusted Collateral Value), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section Clause 7.1, 7.2 or 7.3 of this Article VIIClause 7) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) fifteen days after written notice is given to from the Borrower by the Agent or any LenderIssuer. (i) 7.5 Failure of the Borrower Borrower, its Parent or any of its Material Subsidiaries to pay when due (after any beyond the applicable grace periodperiod with respect thereto, if any) any indebtedness constituting in the aggregate Material Indebtedness; or the default by the Borrower, its Parent or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the lender(s) under any Material Indebtedness Agreement to cause, Material Indebtedness thereunder to become due prior to its stated maturity; or any Material Subsidiary shall default (after Indebtedness of the expiration Borrower, its Parent or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or prepayment not associated with a contractual breach) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) shall: 7.6.1 have an order for relief entered with respect to it under the Federal any state, federal or foreign bankruptcy or similar laws as now or hereafter in effect, (ii) ; 7.6.2 make an assignment for the benefit of creditors, (iii) ; 7.6.3 apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) assets; 7.6.4 institute any proceeding seeking an order for relief under the Federal any state, federal or foreign bankruptcy or similar laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, debtors or (v) fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it; 7.6.5 take any corporate action to authorize or effect any of the foregoing actions set forth in this Clause 7.6; 7.6.6 fail to contest in good faith within the applicable time period thirty days any appointment or proceeding described in Section Clause 7.7; or 7.6.7 not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive dayssub-clause 7. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Ipc Holdings LTD)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee facility fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15 or 6.146. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any Change in Control shall occur. 7.11 7.11. The Borrower occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 7.12. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such effect. 7.13. Any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $15,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $15,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist that could reasonably be expected to result in PBGC obtaining a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation for withdrawal liability in excess of $15,000,000 in aggregate amount for the Controlled Group. (i) The FASCO Acquisition shall be unwound, reversed or otherwise rescinded in whole or in any material part for any reason, or (ii) the FASCO Acquisition shall not be consummated on or before February 28, 2003 in accordance with the terms of the Loan DocumentDocuments and the FASCO Acquisition Documents.

Appears in 1 contract

Samples: Credit Agreement (Tecumseh Products Co)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date as of which made or deemed madeconfirmed. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16, 6.17, 6.18, 6.19 or 6.146.21. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is given to the Borrower by the Agent or becomes aware of any Lendersuch breach. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change 7.10. An ERISA Event shall have occurred that, in Control shall occur. 7.11 The Borrower or any other member the opinion of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichRequired Lenders, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification)ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Proassurance Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Parent or any of its Subsidiaries to the Borrower Lenders or the Agent under or in connection with this AgreementAgreement or any amendment or modification hereof or waiver hereunder, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.2 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.25. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower Parent or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by Parent or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after the expiration Indebtedness of Parent or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Parent or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower 7.6. Parent or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Parent and its Subsidiaries which, when taken together with all other court order Property of Parent and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Parent or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower Plan. 7.11. Nonpayment by Parent or any other member of its Subsidiaries of any Rate Management Obligation when due or the breach by Parent or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the Controlled Group shall have been notified by type described in the sponsor definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in Lender is a Material Adverse Effectparty thereto. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Midas Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by Puget Energy or on behalf of any Subsidiary to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) interest upon any Loan or nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower or Puget Energy of any of the terms or provisions of Section 6.26.1, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.6, as applicable)6.7, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.16 or 6.146.17. 7.4 The breach by the Borrower or Puget Energy (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5 Failure of the Borrower or Puget Energy and/or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000, or the equivalent thereof in any currencies (after “Material Indebtedness”); or the default by Puget Energy and/or any of its Subsidiaries in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement under which any Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, if the effect of such default, event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after the expiration Indebtedness of Puget Energy and/or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Puget Energy or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower Borrower, Puget Energy or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or similar action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Borrower, Puget Energy or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Puget Energy or such Significant Subsidiary or any of its Material Property that, when combined with the Property of any of such Person’s Subsidiaries or that is also the subject of any such appointment, constitutes a Substantial Portion of the Property of such Person and its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Borrower, Puget Energy or any of its Material Subsidiaries Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower, Puget Energy or any Significant Subsidiary which, when taken together with all other court order Property of such Person and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of the Property of such Person and its Subsidiaries. 7.9 Puget Energy and/or any of its Subsidiaries, as applicable, shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragecurrencies) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (iii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Puget Energy and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Puget Energy, any Subsidiary or any Reportable Event shall occur other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.11 Any Change in Control shall occur. 7.11 The Borrower or 7.12 Puget Energy and/or any other member of ERISA Affiliates thereof incur any liability to the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, PBGC pursuant to Section 4201 Title IV of ERISA (other than liability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the aggregate pursuant to Title IV of ERISA, or Puget Energy and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to such Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000 in the aggregate. 7.12 The Borrower 7.13 Any of the following events occurs with respect to any Benefit Plan of Puget Energy or any ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result terminate any such Benefit Plan, (e) the implementation by Puget Energy or any ERISA Affiliate thereof of any steps to terminate any such Benefit Plan, or (f) the receipt of notice by Puget Energy or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in a Material Adverse Effectreorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects Puget Energy and/ or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate. 7.13 Any material portion of this Agreement or any Note 7.14 The Guaranty shall fail to remain in full force or effect and effect, or any action shall be taken by to discontinue the Borrower Guaranty or to assert the invalidity or unenforceability thereof, or any Guarantor shall fail to comply with any of the terms or provisions thereof, or any Guarantor shall deny that it has any further liability thereunder or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (Puget Energy Inc /Wa)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders, the Issuer or the Agent under or in connection with this Agreement, any Credit ExtensionLoan or Facility Letter of Credit, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 8.2 Nonpayment of (i) principal of any Loan Note or any Facility Letter of Credit when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other fees and obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 8.3 The breach by the Borrower or any Subsidiary of any of the terms or provisions of Section 6.2, 6.3 Articles 6 or 7 which is not remedied within fifteen (provided that such Default shall be deemed automatically cured or waived upon 15) days after written notice from the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s Agent or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Lender. 7.4 8.4 The breach by the Borrower or any Subsidiary (other than a breach which constitutes a Default under another Section of this Article VII8.1, 8.2 or 8.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 8.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $15,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any of its Material Subsidiary shall default (after the expiration of any applicable grace period) Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such of the Borrower or any of its Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its their inability to pay, its their debts generally as they become duedue provided, however, that it shall not constitute a default hereunder if the Borrower or Material Subsidiary is contesting such default by appropriate proceedings diligently conducted and the holder or holders have not commenced suit or taken an action to foreclose on, or otherwise attach, any property of the Borrower or such Material Subsidiary. 7.6 8.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws or other similar law of any Governmental Authority as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws or other similar law of any Governmental Authority as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.7. 7.7 8.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its or their Property, or a proceeding described in Section 7.6(iv8.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 8.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 8.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 15,000,000 which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 8.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $15,000,000 or any Reportable Event shall occur in connection with any Plan that Plan. 8.11 The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.10 8.12 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such Loan Documenteffect. 8.13 Any event or condition shall occur or exist with respect to the Borrower or any Subsidiary which the Required Lenders determine in good faith will have a Material Adverse Effect. 8.14 Any Governmental Authority revokes or fails to renew any material license, permit or franchise of the Borrower or any Material Subsidiary or the Borrower or any Material Subsidiary for any reason loses any material license, permit or franchise, or the Borrower suffers the imposition of any restraining order, escrow, suspension or impound of funds in connection with any proceeding (judicial or administrative) with respect to any material license, permit or franchise and such revocation, failure or imposition has, or might reasonably be expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Platinum Technology International Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made (or deemed made pursuant to Section 4.3 of this Agreement, any relevant provision of any Pledge Agreement or any relevant provision of any Subsidiary Guaranty) by or on behalf of the Borrower or any Subsidiary to the Lenders, the Swing Line Lender, the LC Issuer or the Agent under or in connection with this Agreement, any Credit Extension, any Subsidiary Guaranty, any Pledge Agreement or any certificate or information delivered in connection with this Agreement Agreement, any Credit Extension or any other Loan Credit Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (ia) any Reimbursement Obligation or the principal of any Loan when due, or (iib) interest upon any Loan or Reimbursement Obligation or of any fee payable pursuant to Section 2.7 or Section 2.23(d) within five (5) Business Days days after the same becomes due, or (iiic) interest upon any Loan or of any fee other obligations under any of the Loan Credit Documents not referred to in clauses (a) and (b) above within five (5) Business Days days after receipt by the same becomes due or (iv) any other obligation or liability under this Agreement applicable Borrower of a written demand therefor from the Agent or any other Loan Document within thirty (30) days after the same becomes dueLender, as applicable. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.19. 7.4 The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) Agreement, and such breach continues for 30 days after written notice is given the first to the Borrower by the Agent or any Lender. occur of (i) the date the applicable Borrower first knows of such breach or (ii) the date the applicable Borrower receives written notice from any Lender (acting through the Agent) of such breach. 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness when due; or either (iii) the Borrower or any Material Subsidiary of its Subsidiaries shall default in the performance of any term, provision or condition contained in any agreement or agreements under which any Material Indebtedness was created or is governed (after the expiration of and any applicable grace periodperiod(s) expressly set forth therein shall have expired) or (ii) any other event shall occur or condition exist (including any “Amortization Event” or event of like import in connection with the observance Receivables Purchase Facility), (a) the effect of which (under either clause (i) or performance (ii), as the case may be) is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; thereof or (iiib) if such event or condition shall occur under any Receivables Purchase Documents, the effect thereof is to (x) terminate the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of the Borrower or any of its Material Subsidiaries), or (y) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or the Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief with respect to it under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, ; or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control (each a “Condemnation”), of all or any portion of the Property of the Borrower or any of its Subsidiaries, which, when taken together with all other court order Property of the Borrower and its Subsidiaries, or any of them, so Condemned during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of the consolidated Property of the Borrower and its Subsidiaries. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of other than any amounts paid judgment for which a financially sound and reputable insurer has admitted in writing liability) in the aggregate, which are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith with adequate reserves set aside on its books in accordance with generally accepted accounting principles. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000; or any Reportable Event shall occur in connection with any Plan that Plan; or the Borrower or any of its Subsidiaries or any other member of the Controlled Group shall become party to any Multiemployer Plan. 7.11 Except for matters identified on Schedule 6 hereto, the Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.10 7.12 Any Change in Control shall occur. 7.11 7.13 Other than in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, if required by the terms of Section 8.3 and Section 8.4, all of the Lenders), the Borrower shall cease to own at least 80% of the capital stock of each Obligor Subsidiary and each Non-U.S. Subsidiary Borrower. 7.14 The Borrower Parent Guaranty, any Subsidiary Guaranty or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Pledge Agreement or any Note shall fail to remain in full force or effect effect; or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement; or the Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party and any grace or cure period set forth therein shall have expired; or the Borrower or any Subsidiary denies that it has any further liability under the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party, or gives notice to such effect. 7.15 Any of the following shall occur: (i) any Credit Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the Borrower terms of any Credit Document, (ii) any Credit Document shall fail to remain in full force or effect, (iii) any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Loan Credit Document, or (iv) any Borrower shall fail to comply with any of the terms or provisions of any Credit Document.

Appears in 1 contract

Samples: Credit Agreement (Gardner Denver Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iviii) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 's or any Material Subsidiary’s 's existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Oklahoma Gas & Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.. Table of Contents 7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach. 7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. Table of Contents 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.8 A judgment 7.9. The Borrower or other court order any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.12 7.11. Any Change in Control shall occur. 7.12. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of any Loan Document (other than this Agreement or other than a breach which constitutes an Event of Default under another Section of this Article VII), which default or breach continues beyond (A) thirty (30) days after the earlier of (i) any Note Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach or, (B) if greater, any period of grace provided in such Loan Document. 7.13. Any Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (MDC Holdings Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extensionthe Borrowing, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due[Reserved], (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Term Loan Agreement (Oklahoma Gas & Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionthe Loans, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 7.2. Nonpayment of (ia) principal of any Loan when due, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iiib) interest upon any Loan Loan, any Ticking Fee or of any fee other Obligations under any of the Loan Documents within five three (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (303) days after the same such interest, fee or other Obligation becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, any of Sections 6.1 through 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.27. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within thirty (30) days after the earlier to occur of (a) written notice is given from the Administrative Agent or any Lender to the Borrower by or (b) an Authorized Officer of the Agent or Borrower otherwise become aware of any Lendersuch breach. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Material Indebtedness (after any beyond the applicable grace period) any Material Indebtednessperiod with respect thereto, if any); (ii) or the default by the Borrower or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder. 7.6 The Borrower 7.6. Any Credit Party or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect any Debtor Relief Law or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (e) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Credit Party or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower any Credit Party or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Subsidiaries which, when taken together with all other court order Property of the Borrower and the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 20,000,000 (net or the equivalent thereof in currencies other than Dollars) in the aggregate (excluding the amount of any amounts insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)), or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (i) stayed on appeal or otherwise being appropriately contested in good faith or (ii) paid or covered in full by independent third third-party insurance as to which insurers under the relevant insurance company does not dispute coverage) shall be rendered against the Borrower Borrower’s or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysSubsidiary’s insurance policies. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed $20,000,000 in the aggregate reasonably be expected to result in a Material Adverse Effect aggregate, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11. [Reserved] 7.12. Any Change in Control shall occur. 7.11 7.13. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $20,000,000 or requires payments exceeding $20,000,000 per annum. 7.12 7.14. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $20,000,000. 7.13 Any material portion of this Agreement 7.15. The Borrower or any Note Subsidiary shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the indoor or outdoor environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), has resulted in liability to the Borrower or any Subsidiary in an amount equal to $20,000,000 (excluding the amount of any insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)) or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith. 7.16. Any Loan Document shall fail to remain in full force or effect against the Borrower or any Subsidiary, or the Borrower or any Subsidiary shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason or any action shall be taken by the Borrower or shall fail to be taken to discontinue or to assert the invalidity or unenforceability of of, or which results in the discontinuation or invalidity or unenforceability of, any such Loan Document. 7.17. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (a) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Borrower or any Affiliate of the Borrower to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $10,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (b) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (c) causes or otherwise permits the replacement or substitution of the Borrower or any Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall not apply on any date with respect to (i) any voluntary request by the Borrower or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (ii) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.

Appears in 1 contract

Samples: Loan Agreement (Patterson Companies, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (ia) principal of any Loan when due, (iib) interest within five (5) days of when due on any Loan, (c) nonpayment of any Reimbursement Obligation within five (5) Business Days after days of when the same becomes due, or (iiid) interest upon any Loan or nonpayment of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after of when the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or DefaultSection 6.3, as applicable), Section 6.4 (with respect to the Borrower’s existence) or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 6.10 through 6.26. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given thereof from the Agent to the Borrower by (which notice will be given at the Agent or request of any Lender). (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $50,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall shall: (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, , (iib) make an assignment for the benefit of creditors, , (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, , (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment arrangement or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (f) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(c) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 45 consecutive days. 7.8 A judgment The Borrower or other court order any of its Subsidiaries shall fail within 30 consecutive days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 50,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 The Unfunded Liabilities of all Single Employer Plans could An ERISA Event shall have occurred that, in the aggregate opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues unremedied for a period of more than thirty (30) days after notice thereof from the sponsor of a Multiemployer Plan that it has incurred, pursuant Agent to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or (which notice will be given at the request of any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationLender), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or Except as otherwise permitted by this Agreement, any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect. 7.13 Nonpayment by the Borrower of any Rate Hedging Obligation in excess of $10,000,000 when due or the breach by the Borrower of any term, provision or condition contained in any Rate Hedging Agreement in excess of $10,000,000.

Appears in 1 contract

Samples: Credit Agreement (Shaw Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of Borrower, Parent Guarantor or any Subsidiary Guarantor to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or material written or documentary information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed maderemade in accordance with the terms hereof. 7.2 (a) Nonpayment of (i) principal of or interest on any Loan when dueLoan, any Unpaid Drawing (ii) or interest thereon), any Reimbursement Obligation within five (5) Business Days after commitment fee, undrawn fee, Letter of Credit Fee, Facing Fee or Agency Fee payable to the same becomes due, (iii) interest upon Administrative Agent or any Loan or of any fee Lender under any of the Loan Documents (i) within five (5) Business Days after the same becomes date such payment is due or (ivii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder) or (b) nonpayment of any Obligations (other obligation or liability under this Agreement than those described in the preceding clause (a)), payable to the Administrative Agent or any other of the Lenders under any of the Loan Document Documents, (i) within thirty (30) days five Business Days after written notice from the Administrative Agent to Borrower that the same becomes duehas not been paid when due or (ii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder). 7.3 The breach by the Borrower or Parent Guarantor of any of the terms or provisions of Section Sections 2.22, 6.2, 6.3 6.6 (provided that such Default shall be deemed automatically cured or waived upon the delivery a breach of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (any covenant in Section 6.6 with respect to the Borrower’s furnishing of information, evidence or any Material Subsidiary’s existencecertificates of insurance shall not be a Default until the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor), 6.106.13, 6.126.14, 6.13 6.15, 6.16, 6.17, 6.18 (provided that a Default shall not occur in respect of any breach of the covenant in the last sentence of Section 6.18(a) to deliver documentation with respect to new Subsidiary Guarantors unless such breach is not remedied within ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or 6.14Parent Guarantor), 6.19, 6.20, 6.22, 6.23, 6.24, 6.25, 6.33, 6.34, 6.35 (provided that a breach of Section 6.35(b)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor; a breach of Section 6.35(b)(iv) shall not be a Default unless the same results in a material impairment of the Florida Hotel Ground Lease or the Lien of the Mortgage or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower; a breach of Section 6.35(c)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower; and a breach of Section 6.35(f) shall not be a Default unless the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor), 6.36, 6.37, 6.39 or 6.40. 7.4 The breach by the Borrower or Parent Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which (a) if a default in the payment of money as and when due, is not remedied within five (5) Business Days after written notice from the Administrative Agent to Borrower or Parent Guarantor, or (b) if any other breach or default, is not remedied for thirty (30) days after receipt of written notice from the Administrative Agent thereof to Borrower or Parent Guarantor, provided that if Borrower or Parent Guarantor commence to remedy such non-monetary breach or default within such thirty (30) day time period, such thirty (30) day time period for cure shall be extended for such time as is given reasonably necessary to complete such cure so long as Borrower or Parent Guarantor are diligently pursuing the Borrower by completion of such cure, but in no event shall the Agent time period for cure be extended for a period in excess of ninety (90) days after Borrower's or any LenderParent Guarantor's receipt of the initial written notice of breach or default. (i) Failure of the Borrower 7.5 Borrower, Parent Guarantor or any of its Material their Subsidiaries to pay when due shall (after a) default in any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration payment of any applicable grace periodIndebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (b) default in the observance or performance of any covenant agreement or agreement condition relating to any Material Indebtedness and as (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a result thereof trustee or agent on behalf of such Material holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness shall be declared to be become due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the its stated maturity thereof; maturity, provided that the foregoing (x) it shall not apply to any mandatory prepayment be a Default or optional redemption Event of any Default under this Section 7.5 unless the aggregate principal amount of all Indebtedness which would be required to be repaid as described in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or preceding clauses (iiia) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become dueand (b) is at least $10,000,000.00. 7.6 The Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material SubsidiariesSubsidiary Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A Any court, government or governmental agency shall, other than in a Non-Material Condemnation, condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Borrower or Parent Guarantor. 7.9 One or more of the following shall occur: (i) any money judgment or (other court order for the payment of than a money in excess of $100,000,000 (net of any amounts paid or judgment covered by independent third party insurance as to which the relevant insurance company does not dispute has acknowledged coverage) ), writ or warrant of attachment, or similar process is entered against Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida and shall be rendered against the Borrower remain undischarged, unvacated, unbonded or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal unstayed for a period of forty-thirty (30) days or in any event later than five (455) days. 7.9 The Unfunded Liabilities days prior to the date of all Single Employer Plans could in any proposed sale thereunder, (ii) a federal, state, local or foreign tax Lien is filed against Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida which is not discharged of record, bonded over or otherwise secured to the satisfaction of the Administrative Agent within thirty (30) days after the filing thereof, or (iii) an Environmental Lien is filed against Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida, and the aggregate reasonably be expected amount of any or all of the foregoing with respect to result in a Material Adverse Effect Borrower and the Opryland Hotel Florida exceeds $250,000.00 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected respect to have a Material Adverse EffectBorrower, Parent Guarantor and Subsidiary Guarantors, taken together, exceeds $5,000,000.00. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability occurrence of any such "Default" or "Event of Default", as defined in any Loan DocumentDocument (other than this Agreement).

Appears in 1 contract

Samples: Credit Agreement (Gaylord Entertainment Co /De)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 6.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Borrowers or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, Loan or any certificate or written information delivered in connection with this Agreement or any other Loan Credit Document shall be incorrect or untrue in any material respect when made or deemed on the date as of which made. 7.2 6.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any facility fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes dueCredit Documents. 7.3 6.3. The breach by the Borrower Borrowers of any of the terms or provisions of Section 6.25.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default5.10, as applicable)5.11, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)5.12, 6.10, 6.12, 6.13 or 6.145.13 and 5.15. 7.4 6.4. The breach by the Borrower Borrowers (other than a breach which that constitutes a Default under another Section of this Article VII6.1, 6.2 or 6.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) Agreement, and the continuance of such breach for a period of 30 days after there has been given, by registered or certified mail, to the Borrowers by the Administrative Agent a written notice specifying such breach and requiring it to be remedied and stating that such notice is given to the Borrower by the Agent or any Lendera “notice of default” hereunder. (i) 6.5. Failure of the Borrower Borrowers or any of its Material their Subsidiaries to pay when due (after or within any applicable grace period) cure periods any Material Indebtedness, if the aggregate amount of all such Indebtedness involved exceeds $30,000,000; (ii) or if any event or condition shall occur that results in any Indebtedness of the Borrower Borrowers or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or a payment made in the ordinary course of business and pursuant to a contractual obligation) prior to the stated maturity thereof; provided that , if the foregoing shall not apply to any mandatory prepayment or optional redemption aggregate amount of any all such Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreementinvolved exceeds $30,000,000; or (iii) the Borrower Borrowers or any of its Material PLC’s Subsidiaries shall not pay, or admit in writing its their inability to pay, its their debts generally as they become due. 7.6 6.6. The Borrower Borrowers or any of its Material their Significant Subsidiaries shall (i) have an order for relief entered with respect to it them under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it them or any Substantial Portion of its their Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a them bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it them or its their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding, filed against them, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 6.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.76.7. 7.7 6.7. Without the application, approval or consent of the Borrower Borrowers or any of its Material their Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrowers or any of its Material PLC’s Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv6.6(iv) shall be instituted against the Borrower Borrowers or any of its Material Subsidiaries PLC’s Significant Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A 6.8. Any Governmental Authority shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Borrowers or any of PLC’s Significant Subsidiaries which, when taken together with all other Property of the Borrowers and PLC’s Significant Subsidiaries so condemned, seized, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 6.9. The Borrowers or any of PLC’s Subsidiaries shall fail within 45 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 30,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith. (net i) Any ERISA Event shall have occurred or (ii) the sum of any amounts paid the aggregate Insufficiencies of all Plans shall exceed $30,000,000. 6.11. Any Governmental Authority having jurisdiction shall prohibit or covered further limit the payment or distribution by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower PLICO or any Material other Significant Insurance Subsidiary and to PLC of dividends, principal or interest payments or management fees, if such judgment prohibition or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that further limitation could reasonably be expected to have a Material Adverse Effect. 7.10 6.12. The Borrowers or any of PLC’s Subsidiaries shall be the subject of any proceedings or investigation of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 6.13. Any Change in Control shall occur. 7.11 The Borrower 6.14. Any License of any Insurance Subsidiary held by such Insurance Subsidiary on the Closing Date or acquired by such Insurance Subsidiary thereafter, the loss of which would have, in the reasonable judgment of the Lenders, a Material Adverse Effect (i) shall be revoked by a final non-appealable order by the state that issued such License, or any other member of the Controlled Group action (whether administrative or judicial) to revoke such License shall have been notified commenced against such Insurance Subsidiary which shall not have been dismissed or contested in good faith within 30 days of the commencement thereof, (ii) shall be suspended by such state for a period in excess of 30 days or (iii) shall not be reissued or renewed by such state upon the sponsor expiration thereof following application for such reissuance or renewal by such Insurance Subsidiary. 6.15. A federal tax lien shall attach against the Borrowers or any Subsidiary under Section 6323 of the Code or a Multiemployer Plan that it has incurred, pursuant to lien of the PBGC shall be filed against the Borrowers or any Subsidiary under Section 4201 4068 of ERISA, withdrawal liability to such Multiemployer Plan ERISA in an amount whichthat would have, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower or any other member reasonable judgment of the Controlled Group as withdrawal liability (determined as of the date of such notification)Lenders, could reasonably be expected to result in a Material Adverse EffectEffect and in either case such lien shall remain undischarged for a period of 60 days after the attachment or filing, as the case may be. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Protective Life Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with pursuant to this Agreement, any Credit Extensionother Loan Document, any Loan or any certificate or information delivered in connection with pursuant to this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 7.2. Nonpayment of (ia) any principal of any Loan or Note when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of Note or any facility fee utilization fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicableSection 6.3(a), 6.4 (with respect to the Borrower’s Sections 6.10 through 6.16, Section 6.18, Sections 6.21 through 6.23 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 Sections 6.25 or 6.146.26. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid aggregating in connection with excess of $10,000,000 when due; or the consummation of a transaction default by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.its 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the applicationor (g) become unable to pay, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertynot pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Dexter Corp)

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Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section Sections 6.1.6, 6.1.10, 6.1.11, or 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of breach by the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s Borrower or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 Subsidiary of any of the terms or 6.14provisions of Section 6.1.1. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) ten days after written notice is given to the Borrower by from the Agent or any LenderLender (or such longer period of time as the Agent may permit in its sole discretion). (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) Indebtedness in a principal amount in excess of $1,000,000 in any Material Indebtednessindividual case, or in excess of $5,000,000 in the aggregate; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any covenant Indebtedness of the Borrower or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 5,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change of the following occurs: (i) any Reportable Event, other than a merger of a Plan with another Plan, which the Agent determines in Control good faith constitutes grounds for the termination of any Plan by the PBGC or the appointment of a trustee to administer or liquidate any Plan, shall occur. 7.11 The have occurred and be continuing; (ii) proceedings shall have been instituted or other action taken to terminate any Plan, or a termination notice shall have been filed with respect to any Plan; (iii) a trustee shall be appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice of its intent to institute proceedings to terminate any Plan or Plans or to appoint a trustee to administer or liquidate any Plan; and, in the case of the occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith that the amount of the Borrower's liability is likely to exceed 10% of its Consolidated Tangible Assets; (v) the Borrower or any member of the Controlled Group shall fail to make any contributions when due to a Plan or a Multiemployer Plan; (vi) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of make any amendment to a Multiemployer Plan that it has incurred, pursuant with respect to which security is required under Section 4201 307 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by ; (vii) the Borrower or any other member of the Controlled Group as withdrawal liability shall withdraw completely or partially from a Multiemployer Plan; (determined as of viii) the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified withdraw (or shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; or (ix) any applicable law is adopted, changed or interpreted by an Official Body with respect to or otherwise affecting one or more Plans, Multiemployer Plans or Benefit Arrangements and, with respect to any of the events specified in (v), (vi), (vii), (viii) or (ix), the Agent determines in good faith that any such occurrence would be reasonably likely to materially and adversely affect the total enterprise represented by the sponsor Borrower and the other members of a Multiemployer Plan that such Multiemployer Plan is being terminatedthe Controlled Group. 7.11 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, within any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the meaning environment, or (ii) violate any Environmental Law, which, in the case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect. 7.12 Any Change in Control shall occur. 7.13 Any material portion The occurrence of any "default," as defined in any Loan Document (other than this Agreement Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, including without limitation, the occurrence of any default under the Subordination Agreement. 7.14 Nonpayment by the Borrower or any Note Subsidiary of any Rate Management Obligation within five days after the same becomes due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction. 7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such effect. 7.16 Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Loan Collateral Document., or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document. ARTICLE VII I

Appears in 1 contract

Samples: Credit Agreement (Roundys Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15 or 6.146.16. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender. ; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date. 7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 7.10 A Change of Control shall occur. 7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to assert the invalidity extent that such occurrence can be cured, shall continue for five days. 7.13 Great Plains shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of the Borrower which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Kansas City Power & Light Co)

Defaults. The occurrence of If any one or more of the following events shall constitute a Defaultoccur: 7.1 Any 6.1. if the Company shall fail to pay any installment of principal or interest of any Note in any case on or before the tenth day following the due date thereof; 6.2. if the Company shall fail to perform any covenant contained in 5.3, 5.4, 5.5, 5.8, 5.9 or 5.10 hereof; 6.3. if the Company shall fail to perform any covenant contained in 5.6 or 5.7 for 30 days after the commencement date of its failure to perform; 6.4. if the Company shall fail to perform any term, covenant or agreement herein contained (other than those specified in 6.1, 6.2 or 6.3 above) for 30 days after written notice of default has been given to the Company by the Agent; /96 6.5. if any representation or warranty made or deemed made by or on behalf of the Borrower under Company in 3 hereof or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document hereunder shall be incorrect or untrue prove to have been false in any material respect upon the date when made made; 6.6. if the Company or deemed made. 7.2 Nonpayment any Consolidated Subsidiary shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed monies or advances, or fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed monies or advances, for such period of time as would, or would have permitted (iassuming the giving of appropriate notice if required) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan holder or holders thereof or of any fee under any of obligations issued thereunder to accelerate the Loan Documents within five (5) Business Days after maturity thereof, unless the same becomes due or (iv) any other obligation or liability under this Agreement shall have been waived; or 6.7. if the Company or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Consolidated Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing of its inability to pay, pay its debts generally as they become due. 7.6 The Borrower debts; or any suffer a receiver or trustee for all or substantially all of its Material Subsidiaries shall (i) have an order for relief entered with respect property to it under the Federal bankruptcy laws as now be appointed and, if appointed without its consent, not to be discharged within 60 days; or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts suffer proceedings under any law relating to bankruptcy, insolvency or the reorganization or relief of debtors, or (v) fail debtors to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted by or against the Borrower it and, if contested by it, not to be dismissed or stayed within 60 days; or suffer any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as 1,000,000 to which the relevant insurance company does not dispute coverage) shall be rendered entered against the Borrower it, or any Material Subsidiary and such judgment writ of attachment or order shall continue without being vacatedexecution or any similar process to be issued or levied against a substantial part of its property, which judgment, writ or process is not discharged, satisfied released, stayed, bonded, or stayed vacated within 60 days after its entry, issue or bonded pending appeal for a period levy; then, and in every such event described above in 6 (Events of forty-five (45) days. 7.9 The Unfunded Liabilities Default, or, if the giving of all Single Employer Plans could in notice or the aggregate reasonably be expected to result in a Material Adverse Effect lapse of time or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredboth is required, pursuant to Section 4201 of ERISAthen, withdrawal liability prior to such Multiemployer Plan in an amount whichnotice or lapse of time, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationDefaults), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected Default continues, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to result the Company, terminate the Commitment of the Banks and declare all amounts owing with respect to the Notes held by the Banks to be, and they shall thereupon forthwith become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; provided that in a Material Adverse Effect. 7.13 Any material portion the event of this Agreement any Event of Default specified in 6.7, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.Bank. /97

Appears in 1 contract

Samples: Credit Agreement (Ionics Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee Facility Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(i), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any Loan Document which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or the Parent to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness aggregating in excess of $5,000,000; (ii) or the default by the Borrower or any Material Subsidiary shall default (after of its Subsidiaries or the expiration of any applicable grace period) Parent in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries or the Parent shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or the Parent shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries or the Parent shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture law of Bermuda or any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now any existing or hereafter in effect future law of Bermuda or any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSubsidiaries or the Parent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or the Parent or any Substantial Portion of its Propertytheir respective Properties, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or the Parent and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any of its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 5,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. Any Change in Control shall occur. 7.11. Any License of the Borrower or any Insurance Subsidiary (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragei) shall be rendered revoked by the Governmental Authority which issued such License, or any action (administrative or judicial) to revoke such License shall have been commenced against the Borrower or any Material such Insurance Subsidiary and shall not have been dismissed within 30 days after the commencement thereof, (ii) shall be suspended by such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal Governmental Authority for a period in excess of forty-five 30 days, or (45iii) daysshall not be reissued or renewed by such Governmental Authority upon the expiration thereof following timely application for such reissuance or renewal by the Borrower or such Insurance Subsidiary. 7.9 7.12. The Unfunded Liabilities Borrower or any Insurance Subsidiary shall be the subject of all Single Employer Plans could a final non-appealable order imposing a fine in an amount in excess of $1,000,000 in any single instance or other such orders imposing fines in excess of $5,000,000 in the aggregate reasonably be expected to after the date of this Agreement by or at the request of any insurance regulatory agency as a result of the violation by the Borrower or such Insurance Subsidiary of any applicable insurance laws or the regulations promulgated in a Material Adverse Effect connection therewith. 7.13. The Borrower or any Reportable Event Insurance Subsidiary shall occur in connection with become subject to (a) any Plan that conservation or liquidation order issued by any Governmental Authority having jurisdiction over insurance companies or (b) any other directive or mandate issued by any Governmental Authority having jurisdiction over insurance companies which could reasonably be expected to have a Material Adverse Effect, which in either case is not stayed within ten (10) days. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Ipc Holdings LTD)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.this 7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.2 or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.3(a) or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 of Sections 6.10 through 6.24 or 6.14Sections 6.26 through 6.30. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness for money borrowed aggregating in excess of $1,000,000 when due (after taking into account any applicable grace period) any Material Indebtedness); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a as bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property(vii) not pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Alleghany Corp /De)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 9.1. Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 9.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 9.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 8.2 and 8.11 through 8.21. 7.4 9.4. The breach by the General Partner or the Borrower (other than a breach which constitutes a Default under another Section of this Article VII9.1, 9.2, or 9.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days ten Business Days after written notice is given to from the Borrower by the Administrative Agent or any LenderLender provided, however, that if such Default is not curable within such time period, it shall not constitute a Default if the Borrower has commenced appropriate actions to effect a cure within ten days and diligently proceeds thereafter to effect a cure and cures such Default in no event later than 45 days after such written notice. (i) 9.5. Failure of the General Partner, the Borrower or any of its Material their Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness which is outstanding in an aggregate amount of at least $10,000,000; (ii) or the default by the General Partner, the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) their Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the General Partner, the Borrower or any of their Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) General Partner, the Borrower or any of its Material their Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 9.6. The General Partner, the Borrower or any of its Material their Subsidiaries that has more than $20,000,000 of Total Tangible Assets shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 9.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.79.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 9.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiary that has more than $20,000,000 of its Material Subsidiaries Total Tangible Assets or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv9.6(iv) shall be instituted against the General Partner, the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A 9.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the General Partner, the Borrower and their Subsidiaries which, when taken together with all other Property of the General Partner, the Borrower and their Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property. 9.9. The General Partner, the Borrower or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 9.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $200,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 9.11. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000 or requires payments exceeding $1,000,000 per annum. 7.12 9.12. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $200,000. 7.13 Any 9.13. Failure to remediate within the time period permitted by law or governmental order (or within a reasonable time give the nature of the problem if no specific time period has been given) material portion environmental problems related to the Storage Properties whose aggregate book values are in excess of this Agreement $20,000,000 or any Note where the estimated cost of remediation is in the aggregate in excess of $100,000, in each case after all administrative and judicial hearings and appeals have been concluded. 9.14. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or the Guarantor denies that it has any further liability under the Guaranty, or gives notice to such effect. 9.15. The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.

Appears in 1 contract

Samples: Unsecured Revolving Credit Agreement (Susa Partnership Lp)

Defaults. The occurrence or continuance of any one or more of the following events on or after the date hereof shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) due or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) five days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Article VI, Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 or 6.146.23. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any funded Indebtedness or amounts under any interest rate, fuel management or hedging agreement aggregating in excess of $1,000,000 ("Material IndebtednessFinancial Obligation"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Financial Obligation was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Financial Obligation to cause, such Material Financial Obligation to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Financial Obligation of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the 12-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $1,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $500,000 per annum. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14. Any material portion of this Agreement or any Note Change in Control shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability occur. 7.15. The occurrence of any such "default", as defined in any Loan DocumentDocument (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.

Appears in 1 contract

Samples: Credit Agreement (Transit Group Inc)

Defaults. The occurrence of any one or more of the following events shall will constitute a Default: 7.1 10.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Credit Parties to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate certificate, report or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed is materially false on the date as of which made. 7.2 10.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five ten (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (3010) days after the same becomes due. 7.3 10.3. The breach by the Borrower Credit Parties of any of the terms or provisions of Section 6.22.21, 6.3 Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (provided that such Default shall be deemed automatically cured or waived upon 20) days following written notice from the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s Administrative Agent or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Lender to Unit. 7.4 10.4. The breach by the Borrower Credit Parties (other than a breach which constitutes a Default under another Section of this Article VIIX) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any LenderLender to Unit. (i) 10.5. Failure of the Borrower or any of its Material Subsidiaries Credit Parties to pay when due (after any applicable grace period) any Material Indebtedness; or the default by the Credit Parties in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after Indebtedness of the expiration Credit Parties or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 10.6. The Borrower Credit Parties or any of its their Material Subsidiaries shall will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.710.7. 7.7 10.7. Without the application, approval or consent of the Borrower Credit Parties or any of its their Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall will be appointed for the Borrower Credit Parties or any of its their Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv10.6(iv) shall will be instituted against the Borrower Credit Parties or any of its their Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 10.8. Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of the Credit Parties and their Material Subsidiaries which, when taken together with all other court order Property of the Credit Parties and their Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect. 10.9. The Credit Parties or any of their Material Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change 10.10. The Unfunded Liabilities of all Single Employer Plans exceeds in Control shall occur. 7.11 The Borrower the aggregate $500,000 or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan material Reportable Event occurs in an amount which, when aggregated connection with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse EffectPlan. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Unit Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made (or deemed made pursuant to Section 4.3 of this Agreement, any relevant provision of any Pledge Agreement or any relevant provision of any Subsidiary Guaranty) by the Parent Borrower or on behalf of any Subsidiary to the Borrower Lenders, the Swing Line Lender, the LC Issuer or the Agent under or in connection with this Agreement, any Credit Extension, any Subsidiary Guaranty, any Pledge Agreement or any certificate or information delivered in connection with this Agreement Agreement, any Credit Extension or any other Loan Credit Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (ia) any Reimbursement Obligation or the principal of any Loan when due, or (iib) interest upon any Loan or Reimbursement Obligation or of any fee payable pursuant to Section 2.7 or Section 2.23(d) within five (5) Business Days days after the same becomes due, or (iiic) interest upon any Loan or of any fee other obligations under any of the Loan Credit Documents not referred to in clauses (a) and (b) above within five (5) Business Days days after receipt by the same becomes due or (iv) any other obligation or liability under this Agreement applicable Borrower of a written demand therefor from the Agent or any other Loan Document within thirty (30) days after the same becomes dueLender, as applicable. 7.3 The breach by the a Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.23. 7.4 The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) Agreement, and such breach continues for 30 days after written notice is given the first to the Borrower by the Agent or any Lender. occur of (i) the date the applicable Borrower first knows of such breach or (ii) the date the applicable Borrower receives written notice from any Lender (acting through the Agent) of such breach. 7.5 Failure of the Parent Borrower or any of its Material Subsidiaries to pay any Material Indebtedness when due due; or either (after i) the Parent Borrower or any of its Subsidiaries shall default in the performance of any term, provision or condition contained in any agreement or agreements under which any Material Indebtedness was created or is governed (and any applicable grace periodperiod(s) any Material Indebtedness; expressly set forth therein shall have expired) or (ii) any other event shall occur or condition exist (including any “Amortization Event” or event of like import in connection with the Receivables Purchase Facility), (a) the effect of which (under either clause (i) or (ii), as the case may be) is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Parent Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; thereof or (iiib) if such event or condition shall occur under any Receivables Purchase Documents, the effect thereof is to (x) terminate the reinvestment of collections or proceeds of Receivables and Related Security under any Receivables Purchase Document (other than a termination resulting solely from the request of the Parent Borrower or any of its Material Subsidiaries), or (y) cause the replacement of, or permit the investors thereunder to replace, the Person then acting as servicer for the related Receivables Purchase Facility; or the Parent Borrower or any of its Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Parent Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief with respect to it under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Parent Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Parent Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, ; or a proceeding described in Section 7.6(iv) shall be instituted against the Parent Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control (each a “Condemnation”), of all or any portion of the Property of the Parent Borrower or any of its Subsidiaries, which, when taken together with all other court order Property of the Parent Borrower and its Subsidiaries, or any of them, so Condemned during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of the consolidated Property of the Parent Borrower and its Subsidiaries. 7.9 The Parent Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money in excess of $100,000,000 30,000,000 (net of other than any amounts paid judgment for which a financially sound and reputable insurer has admitted in writing liability) in the aggregate, which are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith with adequate reserves set aside on its books in accordance with generally accepted accounting principles. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $25,000,000; or any Reportable Event shall occur in connection with any Plan that Plan; or the Parent Borrower or any of its Subsidiaries or any other member of the Controlled Group shall become party to any Multiemployer Plan. 7.11 Except for matters identified on Schedule 6 hereto, the Parent Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Parent Borrower or any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.10 7.12 Any Change in Control shall occur. 7.11 7.13 Other than in connection with any transactions which shall be permitted by the terms hereof or of any other Credit Document or which shall otherwise have been approved in writing by Required Lenders (or, if required by the terms of Section 8.3 and Section 8.4, all of the Lenders), the Parent Borrower shall cease to own directly or indirectly at least 80% of the capital stock of each Obligor Subsidiary and each Non-U.S. Subsidiary Borrower. 7.14 The Borrower Parent Guaranty, any Subsidiary Guaranty or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Pledge Agreement or any Note shall fail to remain in full force or effect effect; or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement; or the Parent Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party and any grace or cure period set forth therein shall have expired; or the Parent Borrower or any Subsidiary denies that it has any further liability under the Parent Guaranty, any Subsidiary Guaranty or any Pledge Agreement to which it is a party, or gives notice to such effect. 7.15 Any of the following shall occur: (i) any Credit Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the Borrower terms of any Credit Document, (ii) any Credit Document shall fail to remain in full force or effect, (iii) any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Credit Document, or (iv) any Borrower shall fail to comply with any of the terms or provisions of any Credit Document (subject to any applicable cure or grace periods expressly set forth herein or therein, including, with respect to the Credit Agreement, Section 7.4 hereof). 8.1. Remedies. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the Commitments of the Lenders hereunder (and the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of a LC Issuer to issue Facility LCs) shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent, the Swing Line Lender, the LC Issuer or any Lender. If any other Default occurs and is continuing, the Required Revolving Lenders may terminate or suspend the Revolving Loan Commitments of the Lenders (and the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of a LC Issuer to issue Facility LCs), the Required Lenders may terminate or suspend the other Commitments of the Lenders, or the Required Lenders may declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives. The Agent shall notify the Borrowers of any action taken by the Required Revolving Lenders or the Required Lenders pursuant to the preceding sentence. (b) In addition, each Borrower agrees that upon the occurrence and during the continuance of any Default, it shall, if requested at any time by the Agent upon instruction from the Required Revolving Lenders, pay (and, in the case of any of the Defaults specified in Section 7.6 or 7.7 with respect to any Borrower, forthwith, without any demand or the taking of any other action by the Agent or any Lender, it shall pay) to the Agent an amount in immediately available funds equal to the then aggregate amount of the LC Obligations attributable to it (in the applicable currency or currencies of the Facility LCs under which such LC Obligations arose) to be held as security therefor for the benefit of the Revolving Loan DocumentLenders and the LC Issuer (it being understood and agreed that no Non-U.S. Subsidiary Borrower shall be required to make any such payments with respect to any LC Obligations incurred by another Borrower). (c) If, within 30 days after acceleration of the maturity of the Obligations or termination of the Commitments of the relevant Lenders hereunder (and the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of the LC Issuer to issue Facility LCs) as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Appears in 1 contract

Samples: Credit Agreement (Gardner Denver Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any facility fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15 or 6.146. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any Change in Control shall occur. 7.11 7.11. The Borrower occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 7.12. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Bridge Credit Agreement (Tecumseh Products Co)

Defaults. The occurrence of If any one or more of the following events ("Events of Default") shall constitute a Defaultoccur: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue (a) default in any material respect when made or deemed made. 7.2 Nonpayment payment of (i) principal of any Loan as and when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes dueshall become due and payable, whether at maturity or upon required repayment or upon declaration or otherwise, and (iiiexcept in the case of a default in any prepayment required to be made pursuant to Section 2.08(b)(v)) the continuance of such default for five Business Days; or (b) default in the payment of any installment of interest upon any Loan or as and when the same shall become due and payable, and (except in the case of a default in any fee under any prepayment required to be made pursuant to Section 2.08(b)(v)) continuance of such default for a period of five Business Days; or (c) failure on the part of the Loan Documents within five (5) Business Days Company duly to observe or perform any covenant contained in Section 6.03 or Section 6.04 for 90 days after the same becomes due date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by either Administrative Agent or any Lender; or (ivd) failure on the part of either Borrower duly to observe or perform any other of the covenants or agreements of this Agreement for a period of 30 days after the date on which written notice of such failure, requiring such Borrower to remedy the same, shall have been given to such Borrower by either Administrative Agent or any Lender, provided, however, that in the case of a default under Article III, such 30-day grace period shall run from the date that demand for payment by the U.S. Administrative Agent was made upon the Company pursuant to Article III; or (e) any other obligation representation or liability under warranty by either Borrower in this Agreement or in any other Loan Document within thirty certificate delivered pursuant hereto shall have proven to have been materially false or misleading; or (30f) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower a Reportable Event (other than a breach which constitutes reduction in active Plan participants) shall have occurred with respect to any Plan and, within 30 days after the reporting of such Reportable Event to the U.S. Administrative Agent, the U.S. Administrative Agent shall have notified the Company in writing that the U.S. Administrative Agent has made a Default under another Section of this Article VII) of any reasonable determination that such Reportable Event is likely to have a material adverse effect upon the financial position of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.Company and its Subsidiaries considered as a whole; or (ig) Failure of the either Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) have entered against it by a court having jurisdiction in the observance premises a decree or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with in respect to it of such Borrower in an involuntary case under the Federal bankruptcy laws as any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (iior similar official) of such Borrower or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (h) either Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of such Borrower or for any substantial part of its property, or make an any general assignment for the benefit of creditors, (iii) apply for, seek, consent toor fail generally to pay its debts as they become due, or acquiesce intake any corporate action in furtherance of any of the foregoing; or (i) default in the payment of the principal of (or premium, the appointment if any, on) or interest on any other borrowing of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion either Borrower of its Property, U.S. $5,000,000 (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency equivalent) or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries more and such appointment default continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 30 days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower , or any Material Subsidiary default with respect to any other borrowing of either Borrower of U.S. $5,000,000 (or its equivalent) or more and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five default causes acceleration thereof; (451) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected case of an Event of Default other than one referred to result in a Material Adverse Effect clause (g) or (h) of this Article with respect to any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member Borrower, (A) the U.S. Administrative Agent may and, upon request of the Controlled Group Required Lenders, shall, by notice to the Borrowers, terminate the Commitments and they shall have been notified thereupon terminate, and (B) the U.S. Administrative Agent may and, upon request of the Required Lenders shall, by notice to the sponsor of a Multiemployer Plan that it has incurredBorrowers declare the principal amount then outstanding of, pursuant to Section 4201 of ERISAand the accrued interest on, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with the Loans and all other amounts required payable by the Borrowers hereunder (including any amounts payable under Section 2.13) to be paid to Multiemployer Plans forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower or any other member Borrowers; and (2) in the case of the Controlled Group as withdrawal liability occurrence of an Event of Default referred to in clause (determined as g) or (h) of this Article with respect to any Borrower, the date of such notification)Commitments shall automatically be terminated and the principal amount then outstanding of, could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any and the accrued interest on, the Loans and all other member of the Controlled Group shall have been notified amounts payable by the sponsor Borrowers hereunder (including any amounts payable under Section 2.13) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of a Multiemployer Plan that such Multiemployer Plan is being terminatedany kind, within the meaning all of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken which are hereby expressly waived by the Borrower to assert the invalidity or unenforceability of any such Loan DocumentBorrowers.

Appears in 1 contract

Samples: Credit Agreement (Hertz Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered. 7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.11, 6.12, 6.13 or 6.146.16(b). 7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender. (e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable. (if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly 15484836v115484836v9 scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h). 7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electronic transmission line facilities, or any interest therein, to a regional independent grid operator. (j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 (k) Any Change in Control ERISA Event shall occur. 7.11 The Borrower occur with respect to any Plan or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower ERISA Events that have occurred, has or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 (l) The Borrower or any other member of its Subsidiaries shall (i) be the Controlled Group shall have been notified subject of any proceeding or investigation pertaining to the release by the sponsor Borrower, any of a Multiemployer Plan that such Multiemployer Plan is being terminatedits Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, within or (ii) violate any 80 15484836v115484836v9 Environmental Law, which, in the meaning case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect. 7.13 (m) Any material portion Change in Control shall occur. (n) The Parent shall cease to own, free and clear of this Agreement all Liens, 100% of the outstanding shares of voting stock of the Borrower. (o) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Idaho Power Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.2 or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 45 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11. Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto, if such Rate Management Obligation constitutes Material Indebtedness. 7.12. Any Change in Control shall occur. 7.11 7.13. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 7.14. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: Credit Agreement (Sei Investments Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee facility fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15 or 6.146. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 7.10. Any Change in Control shall occur. 7.11 7.11. The Borrower occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 7.12. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect. 7.13. Any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $15,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $15,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist that could reasonably be expected to result in PBGC obtaining a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation for withdrawal liability in excess of $15,000,000 in aggregate amount for the Controlled Group.

Appears in 1 contract

Samples: Credit Agreement (Tecumseh Products Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.106.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional 76 redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.. 77 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Oklahoma Gas & Electric Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made pursuant to Section 4.2 by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of (ia) any principal of any Loan Note or any Reimbursement Obligation when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any Commitment Fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 6.10 through 6.29. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $1,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided provided, however, that unless and until such Indebtedness is accelerated, the foregoing breaches and defaults described on Schedule 7.5 hereto with respect to the Indebtedness therein described shall not apply to any mandatory prepayment constitute a Default or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become dueUnmatured Default hereunder. 7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 1,000,000 (net or multiple judgments or orders for the payment of any amounts paid an aggregate amount in excess of $1,000,000), which is not stayed on appeal or covered by independent third party insurance otherwise being appropriately contested in good faith and as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to no enforcement actions have a Material Adverse Effectbeen commenced. 7.10 Any Change in Control shall occur. 7.11 The Borrower occurrence of any "default", as defined in any Loan Document (other than this Agreement or the Notes) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement or the sponsor Notes), which default or breach continues beyond any period of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans grace therein provided. 7.12 Nonpayment by the Borrower of any Rate Hedging Obligation in excess of $1,000,000 or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified breach by the sponsor Borrower of a Multiemployer Plan that such Multiemployer Plan is being terminatedany term, within the meaning of Title IV of ERISAprovision or condition contained in any agreement, if such termination could reasonably be expected device or arrangement giving rise to result in a Material Adverse Effectany Rate Hedging Obligation. 7.13 Any material portion Security Document shall for any reason fail to create a valid and perfected, first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of this Agreement such Security Document, or any Note Security Document shall fail to remain in full force or effect or any action shall be taken (other than by the Borrower Agent or the Lenders) to discontinue or to assert the invalidity or unenforceability of any such Loan Security Document. 7.14 Without the consent of the Lenders, the subordination provisions of the Senior Subordinated Debt Documents are for any reason revoked or invalidated, or otherwise cease to be in full force and effect or the Obligations hereunder are for any reason subordinated or do not have the priority contemplated by this Agreement or such subordination provisions.

Appears in 1 contract

Samples: Credit Agreement (Luiginos Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.4(a), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.18. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty twenty (3020) days Business Days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment adjustment, rehabilitation or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay (or make arrangements to pay), bond or otherwise discharge one or more judgments which are not stayed on appeal or otherwise being appropriately contested in good faith and which are (a) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (b) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect. 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11 Any Change in Control shall occur. 7.11 The Borrower 7.12 Any material License of RLIC or MHIC (a) shall be revoked by the Governmental Authority which issued a material License, or any other member of the Controlled Group action (administrative or judicial) to revoke a material License shall have been notified commenced against RLIC or MHIC and shall not have been dismissed within 180 days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the sponsor expiration thereof following application for such reissuance or renewal by RLIC or MHIC, as applicable. 7.13 The Insurance Subsidiaries shall be the subject of one or more final non-appealable orders imposing a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan fine in an amount which, when aggregated with all in excess of $10,000,000 in any single instance or other amounts required to be paid to Multiemployer Plans by such orders imposing fines in excess of $35,000,000 in the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of aggregate after the date of this Agreement by or at the request of one or more state insurance regulatory agencies as a result of the violation by such notification)Insurance Subsidiaries of such states’ applicable insurance laws or the regulations promulgated in connection therewith. 7.14 Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to result in have a Material Adverse EffectEffect and which is not stayed within ten (10) days. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Rli Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, due or (iii) interest upon any Loan Loan, any Commitment Fee, LC Facility Fee or of any fee other Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same such interest, fee or other Obligation becomes due. 7.3 The breach by the any Borrower of any of the terms or provisions of Section 6.2, any of Sections 6.1 through 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.26. 7.4 The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within thirty five (305) days after the earlier to occur of (i) written notice is given to the Borrower by from the Agent or any LenderLender to the Company or (ii) an Authorized Officer of any Borrower otherwise become aware of any such breach. (i) 7.5 Failure of the Borrower Company or any of its Material Subsidiaries Subsidiary to pay when due any Material Indebtedness (after any beyond the applicable grace periodperiod with respect thereto, if any); or the default by the Company or any Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material IndebtednessIndebtedness Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; (ii) the Borrower or any Material Indebtedness of the Company or any Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Company or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower Company or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Company or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and the Subsidiaries which, when taken together with all other court order Property of the Company and the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Company or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid or covered in full by independent third third-party insurance as to which insurers under the relevant insurance company does not dispute coverage) shall be rendered against the Borrower Company’s or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysSubsidiary’s insurance policies. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed $10,000,000 in the aggregate reasonably be expected to result in a Material Adverse Effect aggregate, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11 Nonpayment by the Company or any Subsidiary of any Rate Management Obligation, in an outstanding principal amount of $5,000,000 or more, when due or the breach by the Company or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12 Any Change in Control shall occur. 7.11 7.13 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 7.14 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Company and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $10,000,000. 7.13 Any material portion of this Agreement 7.15 The Company or any Note Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by the Company or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to the Company or any Subsidiary in an amount equal to $10,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith. 7.16 Any Loan Document shall fail to remain in full force or effect against the Company or any Subsidiary, or the Company or any Subsidiary shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason or any action shall be taken by the Borrower or shall fail to be taken to discontinue or to assert the invalidity or unenforceability of of, or which results in the discontinuation or invalidity or unenforceability of, any such Loan Document. 7.17 An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Company or any Affiliate of the Company to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $5,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (ii) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (iii) causes or otherwise permits the replacement or substitution of the Company or any Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall not apply on any date with respect to (a) any voluntary request by the Company or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.

Appears in 1 contract

Samples: Credit Agreement (Patterson Companies, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Section 7.1.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lender under or in connection with this Agreement, any Credit Extension, Loan or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Section 7.1.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligations under any of the Loan Documents within five (5) Business Days after 10 days of the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes date when due. 7.3 Section 7.1.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured any of Sections 6.10 through 6.13, Sections 6.15 through 6.26, or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Section 6.31. 7.4 Section 7.1.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document, which is not remedied within thirty (30) 30 days after written notice the occurrence of such breach, or, in the case of any other Loan Document, such lesser period of grace as is given specifically applicable to the Borrower by the Agent or any Lendersuch breach in such Loan Document. (i) Section 7.1.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $100,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries (after beyond the expiration of any applicable grace periodperiod with respect thereto, if any) in under any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 Section 7.1.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.1.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.1.7. 7.7 Section 7.1.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.1.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Section 7.1.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion. Section 7.1.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Section 7.1.10. The representations and warranties set forth in Section 5.9 (ERISA) shall at any time not be true and correct. Section 7.1.11. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. Section 7.1. 12. The representations and warranties set forth in Section 5.16 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct. Section 7.1.13. [Reserved]. Section 7.1.14. Any Change in Control shall occur. 7.11 Section 7.1. 15. Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the default by the Borrower or any Subsidiary under any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any the Lender or Affiliate of a Lender is a party thereto. Section 7.1.16. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $100,000 or requires payments exceeding $100,000 per annum. 7.12 Section 7.1.17. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000.00. Section 7.1.18. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Barry R G Corp /Oh/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within three Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22. 7.4 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within ten days after the Borrower occurrence of such breach or (ii) (other than a breach which constitutes a Default under another Section of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lenderoccurrence of such breach. (i) 7.5. Failure of the Borrower Company or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by the Company or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date (or, in the case of any Receivables Facility Attributable Indebtedness, cause such Indebtedness to amortize or liquidate or terminate the reinvestment of collections or proceeds of receivables); or any Material Subsidiary shall default (after Indebtedness of the expiration Company or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided , provided, that the occurrence of any of the foregoing with respect to Receivables Facility Attributed Indebtedness shall not apply constitute a Default hereunder so long as the aggregate outstanding amount thereof does not exceed the Available Aggregate Revolving Loan Commitment; or the occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Company or any mandatory prepayment Subsidiary is the defaulting party or optional redemption of (ii) any Indebtedness termination event as to which would be required to be repaid the Company or any Subsidiary is an affected party and, in connection with either event, the consummation of a transaction termination value or other similar obligation owed by the Borrower Company or any such Material Subsidiary not prohibited pursuant to this Agreementas a result thereof is in excess of $10,000,000 and remains unpaid; or (iii) the Borrower Company or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The 7.6. Any Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to Federal, state or foreign bankruptcy, insolvency insolvency, administrative receivership or reorganization similar law now or relief hereafter in effect or fail to file an answer or other pleading denying the material allegations of debtorsany such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the any Borrower or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the a Borrower or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 7.8. A judgment UK Insolvency Event shall occur in respect of any UK Borrower or any Material Subsidiary that is a UK Subsidiary, or any other court order UK Relevant Entity. 7.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.10. The Company or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of or the equivalent thereof in currencies other than Dollars) in the aggregate, but excluding any amounts paid or portion thereof which is covered by independent third third-party insurance so long as the insurer is reasonably likely to which the relevant insurance company does be able to pay, has not dispute coveragedisputed coverage and has accepted a tender of defense and indemnification or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in Control the aggregate $25,000,000, or any Reportable Event shall occurhave occurred with respect to any Plan that, together with all other Reportable Events that have occurred and are continuing, could reasonably be expected to result in liability to the Company and its Subsidiaries in an aggregate amount in excess of $20,000,000, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA. 7.11 7.12. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $20,000,000 or requires payments exceeding $5,000,000 per annum. 7.12 7.13. The Borrower Company or any of its Subsidiaries shall have been notified that any of them has, in relation to a Foreign Pension Plan, incurred a debt or other liability under section 75 or 75A of the United Kingdom Pensions Xxx 0000, or has been issued with a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or otherwise is liable to pay an amount which, when aggregated with all other amounts required to be paid to Foreign Pension Plans by the Company or any other member of the Controlled Group shall have been notified by Group, exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum, or the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within equivalent sum in the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectapplicable currency. 7.13 7.14. Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Loan Document to which it is a party, or any Loan Party shall deny that it has any further liability under any Loan Document to which it is a party, or shall give notice to such effect. 7.15. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any material portion of the Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document. 7.16. Any Change in Control shall occur.

Appears in 1 contract

Samples: Credit Agreement (Actuant Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan or any L/C Obligation when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Loan, L/C Obligation or of any facility fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 Sections 6.1 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.7, 6.9(v)(a), 6.10, 6.11, 6.12, 6.13 or 6.146.13. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (a) To the extent not waived, or if applicable, cured, (i) Failure the failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $10,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) the default by the Borrower or any Material Significant Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace periodterm, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or (iii) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any Significant Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iiib) the Borrower or any of its Material Significant Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Significant Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety thirty (9030) consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of Property of the Borrower and its Significant Subsidiaries which, when taken together with all other court order Property of the Borrower and its Significant Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any Significant Subsidiary shall fail within sixty (60) days to pay, bond or otherwise discharge in accordance with its terms one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10 Any Change Except as disclosed in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredDisclosure Documents, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any ERISA Affiliate incurs any liability to the PBGC (other member than liability for premium payments which are paid when due) or a Benefit Plan pursuant to Title IV of ERISA or the Controlled Group as Borrower or any ERISA Affiliate incurs any withdrawal liability pursuant to Title IV of ERISA with respect to a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Portland General Electric Co /Or/)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1. Nonpayment of any principal payment on any Note, Loan or Reimbursement Obligation when due. 8.2. Nonpayment of interest upon any Note or Loan or of any Facility Fee or Facility Letter of Credit Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due. 8.3. The breach of any of the terms or provisions of Sections 7.2, 7.3, 7.4, 7.10 through 7.20 and 7.23. 8.4. Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect untrue or untrue inaccurate in any material respect when on the date as of which made; provided, however, that as to any such untrue or inaccurate representation, warranty, acknowledgement or statement which was unintentionally submitted to the Administrative Agent or the Lenders and which can be made or deemed made. 7.2 Nonpayment true and correct by action of (i) principal Borrower, Borrower shall have a period of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after following the same becomes duedate of such representation, warranty acknowledgement or statement to undertake and complete all action necessary to make such representation, warranty, acknowledgement or statement true and correct in all material respects. 7.3 8.5. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII8.1, 8.2, 8.3 or 8.4) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; provided, however, if such breach is susceptible of cure but cannot be cured within such 30-day period and Borrower is proceeding diligently and in good faith to cure such breach, such thirty (30) day period shall be extended for up to an additional thirty (30) days, not to exceed a total of sixty (60) days, as shall be necessary for Borrower in the exercise of due diligence to cure such breach. (i) 8.6. Failure of the General Partner, the Borrower or any of its Material their Subsidiaries to pay when due any Indebtedness (after any applicable grace periodother than (a) any Material Indebtedness; (ii) Indebtedness that is non-recourse to the General Partner, the Borrower or any Material Subsidiary the Subsidiaries and (b) the Indebtedness hereunder) aggregating in excess of $50,000,000 and such failure shall default (continue after the expiration of any applicable grace or cure period) , if any, specified in the observance any agreement or performance of any covenant or agreement instrument relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this AgreementIndebtedness; or (iii) the General Partner, the Borrower or any of their Subsidiaries defaults in the performance or observance of any agreement or condition relating to such Indebtedness that results in any such Indebtedness becoming due prior to its Material Subsidiaries scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 8.6 shall not payapply (x) to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or (y) to secured Indebtedness for which a forbearance, extension or admit restructuring agreement is in writing effect that prevents the holder or holders of such Indebtedness or any trustee or agent on its inability or their behalf from declaring such Indebtedness to paybecome due prior to its scheduled maturity. For purposes of clause (a) of this Section 8.6, its debts generally as they become due. 7.6 The the term “non-recourse” shall mean Indebtedness for which the General Partner, the Borrower or any Subsidiary is not liable other than (i) as to its interest in a specifically identified property or asset and (ii) with respect to fraud, misappropriation, and other customary “bad act carve-outs” under the applicable agreements relating to such Indebtedness, but only so long as no such “bad act carve-out” event has occurred. For purposes of its Material Subsidiaries this Section 8.6, the $50,000,000 threshold for Indebtedness to which this Section 8.6 applies shall include only the portion of Indebtedness that is recourse to the General Partner, the Borrower or any Subsidiary. 8.7. The General Partner, the Borrower or any Subsidiary having more than $10,000,000 of Equity Value shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or have an involuntary proceeding seeking such relief filed against it and such proceeding shall continue undismissed for sixty (60) days, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.7, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.8 and maintain adequate reserves for such contest in accordance with GAAP or (vii) not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 8.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiary having more than $10,000,000 of its Material Subsidiaries Equity Value or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv8.7(iv) shall be instituted against the General Partner, the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment 8.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Projects of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property. 8.10. The General Partner, the Borrower or any of their Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money in excess of $100,000,000 (net of any amounts paid an amount which, when added to all other judgments or covered by independent third party insurance as to which orders outstanding against the relevant insurance company does not dispute coverage) shall be rendered against General Partner, the Borrower or any Material Subsidiary and such judgment would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or order shall continue without being vacatedotherwise appropriately contested in good faith, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) dayswith adequate reserves therefor having been maintained in accordance with GAAP. 7.9 8.11. The Unfunded Liabilities of all Single Employer Plans could in General Partner, the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $100,000 per annum. 7.12 8.12. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $1,000,000. 7.13 8.13. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of the nature of the problem if no specific time period is so established), material environmental problems related to Projects of the Borrower and its Subsidiaries if the affected Projects have an aggregate book value in excess of $20,000,000. 8.14. The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided. 8.15. Any material portion of this Agreement the Loan Documents shall be revoked, rescinded, repudiated or any Note shall fail otherwise cease to remain be in full force or effect and effect, or any action of the General Partner, the Borrower or the Subsidiary Guarantors shall be taken assert that any of the Loan Documents has been revoked, rescinded or terminated (other than in accordance with its terms). 8.16. The breach by the Borrower to assert the invalidity or unenforceability any Subsidiary of any such Loan Documentterm, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transaction,” whether or not any Lender or Affiliate of a Lender is a party thereto, which continues beyond any applicable grace period. (a) The acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests of the General Partner representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the General Partner; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the General Partner by Persons who were neither (i) nominated by the board of directors of the General Partner nor (ii) appointed by directors so nominated; or (c) the acquisition by any Person or group, directly or indirectly, by contract or otherwise of the power to exercise control over Equity Interests of the General Partner representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the General Partner.

Appears in 1 contract

Samples: Revolving Credit Agreement (Duke Realty Corp)

Defaults. The occurrence It shall be an event of default under this Lease if any one or more of the following events shall constitute a Defaultoccurs: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when dueTenant fails to pay in full, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes duedays of notice from Landlord , (iii) interest upon any Loan and all installments of Fixed Basic Rent or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement Additional Rent or any other Loan Document within charges or payments due and payable under this Lease whether or not herein included as rent. ii) Tenant violates or fails to perform or otherwise breaches any agreement, term, covenant or condition contained in this Lease and such violation or failure continues for a period of fifteen (15) days after notice from Landlord, or such longer period, not to exceed thirty (30) days, provided such breach is not reasonably capable of cure within fifteen (15) days after the same becomes dueand Tenant is diligently pursuing such cure. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Tenant becomes insolvent or bankrupt in any of its Material Subsidiaries shall not pay, sense or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply for, seek, consent tocreditors or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or acquiesce in, a xxxx in equity or other proceeding for the appointment of a receiver, custodian, trustee, examiner, liquidator receiver or similar official for it any of Tenant's assets is commenced, or if any Substantial Portion of its Propertythe real or personal property of Tenant shall be levied upon by any sheriff, (iv) institute marshal or constable; provided, however, that any proceeding seeking an order for relief brought by anyone other than the parties to this Lease under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventany bankruptcy, or seeking dissolution, winding up, liquidation, reorganization, reorganization arrangement, adjustment or composition of it or its debts under any law relating to bankruptcyinsolvency, insolvency or reorganization or relief of debtorsreadjustment, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator receivership or similar official law shall be appointed for the Borrower not constitute an event of default until such proceeding, decree, judgment or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or order has continued unstayed for a period of ninety more than sixty (9060) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Office Space Lease (Bio Imaging Technologies Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty (other than a representation or warranty contained in Section 5.20) made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, or LC Fee within five days after the same becomes due, or nonpayment of any other obligations under any of the Loan Documents within five (5) Business Days days after notice from Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 7.3. The breach by the Borrower or the General Partner of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.19, 6.23 or 6.146.24. 7.4 7.4. The breach by the Borrower or the General Partner (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender, except that if such breach is curable, but is not susceptible of being cured within thirty days, then such breach shall not constitute a Default so long as Borrower commences cure within thirty days and diligently continues to cure the breach thereafter and completes such cure no later than ninety (90) days after notice of such breach. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or any Guarantor to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower Borrower, the General Partner, any Guarantor, or any of its Material Subsidiaries which contribute $10,000,000 or more to the Total Asset Value, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary, Property which contributes $10,000,000 or more to the Total Asset Value, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Borrower, any Guarantor, or any of its Material SubsidiariesSubsidiaries which contribute $10,000,000 or more to the Total Asset Value, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Guarantor or any of its Material such Subsidiaries or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary Property which contributes $10,000,000 or more to the Total Asset Value, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Guarantor, or any of its Material such Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower, General Partner or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate (provided that for judgments against unconsolidated Subsidiaries, only the Consolidated Group Pro Rata Share of such judgment shall be included in determining whether the $10,000,000 threshold is exceeded), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. Any Change in Control shall occur. 7.11. The Borrower or any Reportable Event of its Subsidiaries shall occur (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that could the case of an event described in clause (i) or clause (ii), would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change 7.12. The occurrence of any "default", as defined in Control shall occurany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 7.13. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect (excluding in each case the occurrence of the foregoing as a result of a Guarantor ceasing to exist or ceasing to be a Subsidiary as a result of a transaction permitted elsewhere in this Agreement). 7.14. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct.

Appears in 1 contract

Samples: Credit Agreement (Amli Residential Properties Trust)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of any Credit Party to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionRevolving Loan, any Letter of Credit, the Collateral Documents, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date as of which made or deemed made. 7.2 8.2 Nonpayment of (i) principal of any Revolving Loan when due, or nonpayment of interest upon any Revolving Loan or of any commitment fee or other obligations (iiincluding, without limitation, Reimbursement Obligations) under any Reimbursement Obligation of the Loan Documents within five (5) three Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 8.3 The breach by the TLGI, any Borrower or any Subsidiaries of any of the terms or provisions of Section 6.2SECTION 7.2, 6.3 (provided that such Default shall be deemed automatically cured SECTION 7.3(a), SECTIONS 7.12 through 7.29, or waived upon the delivery SECTIONS 7.31 through 7.36; PROVIDED, HOWEVER, any failure to provide notice of such notice or the cure or waiver of the related any Unmatured Default or Default, as applicable), 6.4 (with respect pursuant to SECTION 7.3(a) shall not give rise to a Default under this SECTION 8.3 if such Unmatured Default may be cured pursuant to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14terms of this Agreement and is in fact cured prior to maturing into a Default. 7.4 8.4 The breach by the TLGI, any Borrower or any of their Subsidiaries (other than a breach which constitutes a Default under another Section of this Article VIISECTION 8.1, 8.2 or 8.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty the earlier to occur of (30x) 30 days after written notice is given to the Borrower by of such breach from the Agent or any LenderLender or (y) 30 days after any Executive Officer first has knowledge thereof. (i) 8.5 Failure of the TLGI, any Borrower or any of its Material their Subsidiaries to pay any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Indebtedness incurred prior to the Petition Date) equal to or exceeding $5,000,000 in the aggregate for TLGI, such Borrower and such Subsidiaries when due (after due; or the default by TLGI, any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Material Indebtedness incurred prior to the Petition Date) equal to or exceeding $5,000,000 in the aggregate for TLGI, such Borrower and as a result thereof such Material Subsidiaries was created or is governed, or any other event shall occur or condition exist the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Indebtedness incurred prior to the Petition Date) of TLGI, any Borrower or any Subsidiaries of either equal to or exceeding $5,000,000 in the aggregate for all such Persons shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to , or TLGI, any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries either shall not pay, or shall admit in writing its inability to pay, its debts incurred postpetition generally as they become due. 7.6 The 8.6 With respect to the Chapter 11 Cases, (i) the entry of an order authorizing any Borrower in any of the Chapter 11 Cases to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code, or authorizing any Person to recover from any portions of the Collateral any costs or expenses of preserving or disposing of such Collateral under Section 506(c) of the Bankruptcy Code, or (except as provided in the Final Borrowing Order) authorizing the use of cash collateral without the Agent's prior written consent under Section 363(c) of the Bankruptcy Code; (ii) the appointment of an interim or permanent trustee in any of the Chapter 11 Cases or the appointment of an examiner in any of the Chapter 11 Cases with expanded powers to operate or manage the financial affairs, the business, or reorganization of any Borrower; (iii) the dismissal of any of the Chapter 11 Cases, or the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, unless the Borrower or Borrowers subject to such dismissal or conversion are, in the judgment of the Agent, immaterial either individually or in the aggregate; (iv) the entry of an order granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (a) to allow any creditor to execute upon or enforce a Lien on any material portion of the Collateral or on any other property or assets of any Borrower material to the property and assets of the Borrowers, taken as a whole, or (b) with respect to any Lien of, or the granting of any Lien on any material portion of the Collateral or any other material property or assets of any of the Borrowers, in each case in the Agent's reasonable judgement, either individually or taken as a whole, to, any State or local environmental or regulatory agency or authority; (v) other than as approved by the Agent, the entry of an order amending, supplementing, staying, vacating or otherwise modifying any of the Interim Borrowing Order, the Final Borrowing Order or this Agreement or any other Loan Document or any of the Agent's or the Lenders' rights, benefits, privileges or remedies under the Interim Borrowing Order, the Final Borrowing Order, this Agreement or any other Loan Document; (vi) the entry of an order reconsolidating or combining any Borrower with any other Person (other than a Borrower); (vii) an order shall be entered approving, or there shall arise, any other administrative expense claim (other than those specifically referred to in SECTION 2.20) having any priority over, or being PARI PASSU with the administrative expense priority of the Obligations in respect of any of the Chapter 11 Cases; (viii) filing by any of the Credit Parties of, or support by any of them for, any motion or proceeding which could reasonably be expected to result in any impairment of the Lenders' rights under this Agreement (a "MATERIAL ADVERSE ACTION"); or (ix) a final judgment or other judicial determination not subject to further review in any Material Adverse Action by any other party in interest which results in any impairment of the Lenders' rights under this Agreement. 8.7 With respect to the Canadian Cases (i) the making of an order authorizing TLGI or any Canadian Subsidiary in the Canadian Cases to obtain financing without the Required Lenders' prior written consent; (ii) the making of an order by the Canadian Court granting relief from or modifying the stay of proceedings under the CCAA Orders (a) to allow any creditor to execute upon or enforce a Lien on any material property or assets of TLGI and the Canadian Subsidiaries, taken as a whole, or to appoint a receiver and manager, receiver, trustee, administrator or liquidator of or in respect of a material portion of the property or assets of TLGI and the Canadian Subsidiaries, taken as a whole, or the issuance of any receiving order or orders in respect of TLGI or any Canadian Subsidiary or (b) to allow any party other than TLGI or a Canadian Subsidiary to reject, cancel, terminate, breach, modify or accelerate any obligations of TLGI or a Canadian Subsidiary under (1) any Prepetition Indebtedness, (2) any Material Contract, or (3) any other agreement, contract, instrument or other document to which TLGI or any Canadian Subsidiary is a party, which rejection, cancellation, termination, breach, modification or acceleration could reasonably be expected to result in a Material Adverse Effect, or (c) with respect to any Lien of any federal or provincial environmental or regulatory agency or authority (whether or not such Lien is preserved or created under the CCAA); (iii) the failure of TLGI and the Canadian Subsidiaries to obtain an order extending the stay of proceedings under the CCAA Orders during the pendency of the Chapter 11 Cases; (iv) the making of an order in the Canadian Cases amending, supplementing, staying, vacating or otherwise modifying the CCAA Orders, this Agreement or any other Loan Document, or any of the Agent's or any Lender's rights, benefits, privileges, remedies or priorities under the CCAA Orders, this Agreement or any other Loan Document; (v) the making of any order creating a Lien on any material assets or property of TLGI and the Canadian Subsidiaries, in the reasonable judgment of the Agent, either individually taken as a whole, other than the Permitted Canadian CCAA Liens; (vi) an order is made modifying or terminating the CCAA Orders in a way not approved in writing by the Required Lenders; or (vii) the removal of or change of the Monitor or a change in the duties and responsibilities of the Monitor shall occur which is not approved in writing by the Required Lenders. 8.8 TLGI, any Borrower or any of its Material their Subsidiaries shall (i) have an order for relief entered with respect fail within 30 days to it under the Federal bankruptcy laws as now pay, bond or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or otherwise discharge any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order (as to post-Petition Date liability or debt) for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and 5,000,000, unless such judgment or order shall continue without has been stayed on appeal or otherwise is being vacatedappropriately contested in good faith and against which appropriate reserves have been established in accordance with GAAP (provided that, dischargedin any event, satisfied execution of such judgment or order has been effectively stayed or bonded pending appeal for a period of forty-five (45) daysand no execution thereof has commenced and is continuing). 7.9 8.9 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate $5,000,000 or any Reportable Event, the occurrence of which may reasonably be expected to result in give rise to a Material Adverse Effect or any Reportable Event Effect, shall occur in connection with any Plan that could reasonably be expected Plan, or a contribution failure sufficient to have give rise to a Material Adverse Effectlien under section 302(f) of ERISA shall occur with respect to any Single Employer Plan. 7.10 Any Change in Control shall occur. 7.11 The Borrower 8.10 TLGI or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower TLGI or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $5,000,000 or requires payments exceeding $1,000,000 per annum. 7.12 The Borrower 8.11 TLGI or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of TLGI and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000. 8.12 TLGI, any Borrower or any of their Subsidiaries shall be the subject of any proceeding or investigation pertaining to a Release by TLGI, any Borrower or any such Subsidiary or any other Person, or any violation of any Environmental Law, which, in either case, could reasonably be expected to result in have a Material Adverse Effect. 7.13 8.13 Any material portion Change of this Agreement or any Note Control shall occur. 8.14 Any Collateral Document shall fail to remain in full force or effect effect, or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any pledgor thereunder shall fail to perform its obligations under or otherwise comply with any of the terms or provisions of any Collateral Document, or any pledgor thereunder shall deny that it has any further liability under any Collateral Document, or shall give notice to such Loan Documenteffect, or any portion of the shares of stock pledged, or security interests granted, pursuant to any Collateral Document shall cease (after the time permitted for perfection hereunder shall have expired) to be validly perfected in favor of the Agent for the benefit of the Lenders, or (except as otherwise provided in the Collateral Documents and except to the extent such pledged shares represent Minority Interests) such pledged shares shall fail to represent 100% of the outstanding shares of stock of the Subsidiaries whose shares of stock are subject to the Collateral Documents. 8.15 A Material Judgment Event shall have occurred and 90 days shall have passed without one or more of the judgments, awards or other orders giving rise to such Material Judgment Event having been vacated such that on such 90th day the aggregate amount of all judgments, awards and orders as to post-Petition Date liability or debt entered against any of TLGI, any Borrower or any of their respective Subsidiaries which shall have been outstanding for at least 90 days without having been finally satisfied in full or vacated shall be in excess of $1,000,000. (i) Any law, governmental rule, regulation or order binding on TLGI or any Borrower, or any change or modification therein or in the interpretation, administration or application thereof, shall become effective after the date hereof, or (ii) any license, authorization or permit of TLGI or any Borrower shall be cancelled, terminated, rescinded, revoked, suspended, impaired, otherwise finally denied renewal or otherwise modified in any material respect, or (iii) any license, authorization or permit of TLGI or any Borrower shall be renewed on terms different from the terms of the license, authorization or permit so renewed, and the occurrence of any such event or events described in clauses (i), (ii) and/or (iii), individually or in the aggregate, (a) adversely affects the economic or commercial value or usefulness of the Borrower's licenses, permits and authorizations in any State of the United States or province of Canada in a manner which could reasonably be expected to have a Material Adverse Effect, or

Appears in 1 contract

Samples: Debt Agreement (Loewen Group Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days one day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.9, 6.10, 6.126.14, 6.13 6.16, or 6.146.17. 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower Company or any of its Material Significant Subsidiaries to pay when due (after any principal, interest or other amounts, subject to any applicable grace period) any Material Indebtedness; (ii) , or the Borrower default by the Company or any Material Subsidiary shall default (after of its Significant Subsidiaries in the expiration performance beyond the applicable grace period with respect thereto, if any, of any applicable grace period) term, provision or condition contained in the observance 364-Day Credit Agreement or performance any agreement or agreements under which any Indebtedness in excess of 2% of Adjusted Tangible Net Worth was created or is governed, or any covenant other event shall occur or agreement relating condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Company or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower Company or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Company or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other court order Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Company or any of its Significant Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in (not covered by insurance)in excess of $100,000,000 2% of Adjusted Tangible Net Worth (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect aggregate, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.ii) nonmonetary judgments or

Appears in 1 contract

Samples: Five Year Credit Agreement (Cardinal Health Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the “Availability”) on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, or (iiic) nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.20. 7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $50,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve–month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan. 7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum. 7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000. 7.13 The Parent or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14 Any material portion Change in Control shall occur. 7.15 The occurrence of any “default” under any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Cooper Cameron Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.29. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VIISection 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $5,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 3,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $3,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 Any Change in Control shall occur. 7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000 or requires payments exceeding $3,000,000 per annum. 7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $3,000,000. 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect. 7.13 7.14. Any material portion of this Agreement or any Note Change in Control shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability occur. 7.15. The occurrence of any such "default", as defined in any Loan DocumentDocument (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.

Appears in 1 contract

Samples: Credit Agreement (Luiginos Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Parent or any of its Subsidiaries to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.2 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.28. 7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5. Failure of the Borrower Parent or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by Parent or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after the expiration Indebtedness of Parent or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Parent or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower 7.6. Parent or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Parent and its Subsidiaries which, when taken together with all other court order Property of Parent and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. Parent or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan. 7.10 7.11. Nonpayment by Parent or any of its Subsidiaries of any Rate Management Obligation when due or the breach by Parent or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto. 7.12. Any Change in Control shall occur. 7.11 The Borrower 7.13. Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000. 7.12 The Borrower 7.14. Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of Parent and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000. 7.15. Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by Parent, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect. 7.13 Any material portion 7.16. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.17. The Guaranty or the Canadian Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the Canadian Guaranty, or any Guarantor or Canadian Guarantor shall fail to comply with any of the terms or provisions of the Guaranty or the Canadian Guaranty, as applicable, or any Guarantor or Canadian Guarantor shall deny that it has any further liability under the Guaranty or the Canadian Guaranty, as applicable, or shall give notice to such effect. 7.18. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any material item of collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document. 7.19. The representations and warranties set forth in Section 5.15 shall at any time not be true and correct.

Appears in 1 contract

Samples: Credit Agreement (Midas Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16 or 6.146.17. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of the Borrower becoming aware of such breach and receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender; provided that if such breach is capable of cure but cannot be cured by payment of money and cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date. (i) 7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, take any corporate, partnership or (v) limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 7.10 A Change of Control shall occur. 7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by adversely affect the enforceability of the Loan Documents against the Borrower and to assert the invalidity extent that such occurrence can be cured, shall continue for five days. 7.13 The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.

Appears in 1 contract

Samples: Credit Agreement (Kansas City Power & Light Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) or nonpayment of interest upon any Loan or of any fee facility fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.7, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15 or 6.146.16. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.5. Failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiariesthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Significant Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or its Significant Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments, in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Borrower or any Reportable Event Subsidiary shall occur (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.10 7.11. Any Change in Control shall occur. 7.11 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, ERISA Affiliate incurs any liability pursuant to Section 4201 Title IV of ERISA to the PBGC (other than liability for premium payments which are paid when due) or a Benefit Plan in excess of $10,000,000 pursuant to Title IV of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by or the Borrower or any other member of the Controlled Group as ERISA Affiliate incurs, or receives notice of, any withdrawal liability pursuant to Title IV of ERISA to, or from, a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000. 7.12 The 7.13. Any of the following events occur with respect to any Benefit Plan of the Borrower or any ERISA Affiliate: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or terminate any Note shall fail to remain in full force or effect or any action shall be taken such Benefit Plan, (e) the implementation by the Borrower to assert the invalidity or unenforceability any ERISA Affiliate of any steps to terminate any such Loan DocumentBenefit Plan, or (f) the receipt of notice by the Borrower or any ERISA Affiliate that any Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower or any ERISA Affiliate to a liability in excess of $25,000,000.

Appears in 1 contract

Samples: Credit Agreement (Puget Sound Energy Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Parent, Borrower or any of its Subsidiaries to the Lender under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other monetary obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) business days after the same becomes due. 7.3 7.3. The breach by the Parent or Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.4. 7.4 7.4. The breach by the Parent or Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty business days after written notice is given to from the Borrower by the Agent or any Lender. (i) 7.5. Failure of the Parent or the Borrower or any of its Material Subsidiaries Guarantor to pay Indebtedness in an amount in excess of $10,000,000 when due (after due; or a default shall occur under any applicable grace period) agreement governing any Material Indebtedness; (ii) Indebtedness of the Parent or the Borrower or any Material Subsidiary Guarantor in an amount in excess of $10,000,000 or any other event shall default (after occur or condition shall exist, the expiration effect of which default, event or condition is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any applicable grace period) Indebtedness of the Parent or the Borrower or any Guarantor in the observance or performance an amount in excess of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness $10,000,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided provided, however, that the foregoing shall not apply to any mandatory prepayment cure or optional redemption waiver of any third party Indebtedness which would be required to be repaid default described in connection with this Section 7.5 shall result in automatic cure of the consummation of a transaction corresponding Default under this Section 7.5 without any action by the parties hereto; or the Parent or the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Parent or the Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.adjustment

Appears in 1 contract

Samples: Credit Agreement (Herbalife International Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default” hereunder: 7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.; 7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents; (30c) days after the same becomes due. 7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.16 through 6.34; (with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.; (ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.; 7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below; 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.; 7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion; (i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance; (j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 7.10 Any (k) any Change in Control shall occur.; 7.11 The (l) the Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $7,000,000 or any Reportable Event shall or shall be reasonably likely to occur in connection with any Plan; (m) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant incurred or shall be reasonably likely to Section 4201 of ERISA, incur withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.exceeds $7,000,000 or requires payments exceeding $1,000,000 per annum; 7.12 The (n) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate liability or aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased to an amount contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an aggregate amount exceeding $7,000,000; (o) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect.; 7.13 Any material portion (p) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; (q) the Guaranty or the partnership agreement of the Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect; (r) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; (s) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (t) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or (u) the Borrower or any of its Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.

Appears in 1 contract

Samples: Credit Agreement (Star Gas Partners Lp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made. 7.2 Nonpayment of (i) any principal of any Loan when due, (ii) non-payment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due, (iii) due or non-payment of any interest upon any Loan or of any facility fee, utilization fee, term out fee, LC Fee or other fee or obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section SECTION 6.2, 6.3 (provided that such Default shall be deemed automatically cured SECTION 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14SECTIONS 6.10 through 6.18. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VIISECTION 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this SECTION 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7SECTION 7.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "CONDEMNATION"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 7.9 The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of any amounts paid an aggregate amount in excess of $50,000,000), which is not stayed on appeal or covered by independent third party insurance otherwise being appropriately contested in good faith and as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to no enforcement actions have a Material Adverse Effectbeen commenced. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group (a) It shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans determined by the Borrower or any other member Subsidiary or the actuary of either that the Controlled Group as withdrawal liability Funded Current Liability Percentage of any Single Employer Plan is such that the Borrower or any Subsidiary shall be required to make a Deficit Reduction Contribution for such Plan with respect to any plan year or (determined as of the date of such notification), b) any Termination Event shall occur in connection with any Plan which could reasonably be expected to result in have a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated. -42- ARTICLE VIII ACCELERATION, within the meaning of Title IV of ERISAWAIVERS, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.AMENDMENTS AND REMEDIES

Appears in 1 contract

Samples: 364 Day Credit Agreement (Aon Corp)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 8.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders, the Issuer or the Agent under or in connection with this Agreement, any Credit ExtensionLoan or Facility Letter of Credit, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 8.2 Nonpayment of (i) principal of any Loan Note or any Facility Letter of Credit when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other fees and obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 8.3 The breach by the Borrower or any Subsidiary of any of the terms or provisions of Section 6.2, 6.3 Articles 6 or 7 which is not remedied within fifteen (provided that such Default shall be deemed automatically cured or waived upon 15) days after written notice from the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s Agent or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Lender. 7.4 8.4 The breach by the Borrower or any Subsidiary (other than a breach which constitutes a Default under another Section of this Article VII8.1, 8.2 or 8.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) 8.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $10,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any of its Material Subsidiary shall default (after the expiration of any applicable grace period) Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such of the Borrower or any of its Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its their inability to pay, its their debts generally as they become duedue provided, however, that it shall not constitute a default hereunder if the Borrower or Material Subsidiary is contesting such default by appropriate proceedings diligently conducted and the holder or holders have not commenced suit or taken an action to foreclose on, or otherwise attach, any property of the Borrower or such Material Subsidiary. 7.6 8.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws or other similar law of any Governmental Authority as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws or other similar law of any Governmental Authority as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.7. 7.7 8.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its or their Property, or a proceeding described in Section 7.6(iv8.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days. 7.8 A 8.8 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. 8.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 10,000,000 which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith. 7.9 8.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that Plan. 8.11 The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.10 8.12 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor denies that it has any further liability under any Guaranty to which it is a party, or gives notice to such Loan Documenteffect. 8.13 Any event or condition shall occur or exist with respect to the Borrower or any Subsidiary which the Required Lenders determine in good faith will have a Material Adverse Effect. 8.14 Any Governmental Authority revokes or fails to renew any material license, permit or franchise of the Borrower or any Material Subsidiary or the Borrower or any Material Subsidiary for any reason loses any material license, permit or franchise, or the Borrower suffers the imposition of any restraining order, escrow, suspension or impound of funds in connection with any proceeding (judicial or administrative) with respect to any material license, permit or franchise and such revocation, failure or imposition has, or might reasonably be expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Platinum Technology Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) due or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2SECTION 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16 or 6.146. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article ARTICLE VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender. ; PROVIDED that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date. 7.5. Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this SECTION 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section SECTION 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(IV) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days. 7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith. 7.10. A Change of Control shall occur. 7.11. A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist. 7.12 The Borrower 7.12. Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to assert the invalidity extent that such occurrence can be cured, shall continue for five days. 7.13. The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.

Appears in 1 contract

Samples: Credit Agreement (Kansas City Power & Light Co)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, any Facility Letter of Credit, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made. 7.2 Nonpayment of (ia) principal of any Loan Note or any Reimbursement Obligation when due, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iiib) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 6.10 through 6.30. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender. (i) Failure 7.5 The default by the Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any Indebtedness aggregating in excess of $1,000,000 was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 Without the applicationor (g) become unable to pay, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertynot pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (Rawlings Sporting Goods Co Inc)

Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or 7.1. Nonpayment of any principal payment on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect Note when made or deemed madedue. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any fee Unused Fee or of any other payment obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 7.3. The breach by the Borrower of any of the terms or provisions of Article VI (other than a breach of subsections (e) and (f) of Section 6.26.2 which shall become an Event of Default if such breach is not cured by a principal payment made within the cure period provided for in Section 2.8). 7.4. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, 6.3 (provided that such Default any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be deemed automatically cured or waived upon materially false on the delivery date as of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14which made. 7.4 7.5. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender. (i) 7.6. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Recourse Indebtedness, regardless of amount, or any other Consolidated Outstanding Indebtedness in excess of $10,000,000 in the aggregate (after any applicable grace period) any collectively, “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or agreement relating to condition contained in any Material Indebtedness and as a result thereof agreement, or any other event shall occur or condition exist, which causes or permits any such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; thereof (provided that the foregoing failure to pay any such Material Indebtedness shall not apply constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome, or, under any mandatory prepayment Swap Contract, the occurrence of an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or optional redemption of any Indebtedness Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which would be required to be repaid the Borrower or any Subsidiary is an Affected Party (as so defined) and, in connection with either event, the consummation of a transaction Swap Termination Value owed by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower as a result thereof is greater than $10,000,000. 7.7. The Borrower, or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 7.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Subsidiary or for any Substantial Portion of its Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment 7.9. The Borrower or other court order any of its Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments, warrants, writs of attachment, execution or similar process or orders for the payment of money in excess an amount which, when added to all other judgments, warrants, writs, executions, processes or orders outstanding against Borrower or any Subsidiary would exceed $10,000,000 in any instance or the amount of $100,000,000 (net 25,000,000 in the aggregate during any calendar year, which have not been stayed on appeal or otherwise appropriately contested in good faith; provided, however, that if a bond has been issued in favor of any amounts paid the claimant or covered by independent third party insurance as other Person obtaining such judgment, warrant, writ, execution, order or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the relevant insurance company does not dispute coverage) shall be rendered against issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysits Subsidiaries. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $500,000 per annum. 7.12 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $500,000. 7.13 Any material portion 7.12. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower to assert the invalidity or unenforceability any of its Subsidiaries or Investment Affiliates whose aggregate book value exceeds $25,000,000 . 7.13. The occurrence of any such “Default” as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided. 7.14. The attempted revocation, challenge, disavowment, or termination by the Borrower or Guarantors of any of the Loan Documents. 7.15. Any Change of Control shall occur. Any Change in Management shall occur. A federal tax lien shall be filed against Borrower or any of its Subsidiaries under Section 6323 of the Code or a lien of the PBGC shall be filed against Borrower or any of its Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise unsatisfied) for a period of twenty-five (25) days after the date of filing.

Appears in 1 contract

Samples: Credit Agreement (Inland Diversified Real Estate Trust, Inc.)

Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”): 7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower. 7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due. 7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach. 7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due. 7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7. 7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days. 7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect. 7.10 Any Change , which judgment(s), in Control shall occur. 7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment. 7.10. (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.

Appears in 1 contract

Samples: Credit Agreement (M.D.C. Holdings, Inc.)

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