EARLY MATURITY Sample Clauses

EARLY MATURITY. BNDES may declare this agreement terminated in advance, and the debt shall be enforceable and any disbursement shall be immediately stayed, if, in addition to the hypotheses provided for in articles 39 and 40 of the “PROVISIONS APPLICABLE TO BNDES AGREEMENTS” referred to IN Section Eleven, subparagraph I, BNDES evidences:

EARLY MATURITY. Without prejudice to Clause 3.2 above, the remaining balance of the Term Installments will become immediately and automatically due by Buyer in the following cases: (i) Declaration or distribution of dividends at a sum higher than the mandatory minimum dividend set forth in article 202 of the Brazilian Corporations Law and/or payment of interest on net equity, in any case by or to Buyer when directly related to the Company; (ii) Occurrence of a Liquidity Event; (iii) Unjustified termination of the Colocation Agreement caused by the Company, except if due to default on a monetary obligation by any of the Sellers; (iv) Default by Buyer of any of the obligations set forth in Clause 8.1 below; (v) Default by the Company of any of the obligations set forth in Clause 8.1 below, provided that not caused by Sellers or any act occurring before the Closing; (vi) Default of an obligation set forth in any of the Guarantee Agreements or termination of any of the Guarantee Agreements caused by Buyer and/or the Company; or (vii) Filing for bankruptcy or judicial reorganization by Xxxxx and/or the Company.

EARLY MATURITY. 15.1. The parties might regard this Agreement as automatically terminated and its respective obligations as accelerated, with the immediate suspension of any release, should any of the events regulated by the law occur, especially the non-compliance of any obligation currently entered into by the BENEFICIARY, before any of the FINANCIAL AGENTS, or if any of the following takes place: a. allocation of the loan funds for a different purpose than the one provided for in subsection 1.10, without prejudice of the communication of the event by the FINANCIAL AGENTS to the Federal Department of Justice (Ministério Público Federal), for the purposes of Law no. 7,492, of June 16, 1986; b. the inclusion, in a shareholders’ agreement, the by-laws or articles of association of the BENEFICIARY, or of its controlling companies, of a provision that results, at the discretion of the FINANCIAL AGENTS and the BNDES, which shall be previously consulted, in restrictions or the impairment of the capacity to pay the financial obligations arising out of this operation; c. the reduction of the workforce of the BENEFICIARY without fulfilling the provisions of item “e” of subsection 14.1 above; d. a corporate restructuring process (spin off, consolidation, merger, etc.), change of the main activity or change of the effective, direct or indirect, control of the BENEFICIARY, after the execution of the operation, without the previous and express authorization of the BNDES and the FINANCIAL AGENTS, represented by the LEAD MANAGER; e. a legal process, with a final decision, which compromises the fulfillment of the obligations and/or the guarantees currently assumed and constituted; f. the lack of fulfillment, by the BENEFICIARY, in the due term and form, of the financial obligations entered into with the FINANCIAL AGENTS, as a result of this instrument or of any other agreement entered into between the BENEFICIARY and the FINANCIAL AGENTS, or any other company belonging to its economic group; g. in the event the BENEFICIARY files for chapter eleven or for a reorganization procedure; h. failure to present, within thirty (30) days, as from the execution of this Agreement, to the FINANCIAL AGENTS and the BNDES the Letter of Guarantee mentioned in subsection 18.1 below, issued by TELECOM ITALIA S.p.a., for the entire duration of this Agreement, in accordance with the template supplied by the BNDES, notarized and bearing a consular stamp, as the principal payer of all obligations arising unde...

EARLY MATURITY. The CREDITOR may declare this Instrument as matured in advance, with the enforceability of the debt and immediate suspension of any disbursement, if, in addition to the cases provided for in articles 39 and 40 of the "PROVISIONS APPLICABLE TO BNDES AGREEMENTS", referred to in Clause Fourteen (Special Obligations of the CLIENT), item I, are proven by the CREDITOR:

EARLY MATURITY. The Issuer can determine an Early Maturity Date for specific events for example disruptions to the Issuer’s management arrangements such as where the management arrangements are suspended or terminated (whether due to the Hedge Counterparty’s insolvency or any other reason). Other examples of Early Maturity Events include, where tax costs increase, a Change of Law occurs, it becomes illegal for the Issuer to perform its obligations, an Investor Insolvency occurs, or there is an Adjustment Event or Market Disruption Event which the Issuer nominates as an Early Maturity Event under clause 6 “Adjustment Events and Market Disruption Events” of the Terms. The Issuer will determine the Early Maturity Value, acting in good faith and a commercially reasonable manner. Investors could receive returns that are lower than the performance of the Reference Asset. There is no established market for trading the Units. The Issuer can reject an Investor’s Issuer Buy-Back Request or restrict when they withdraw. Generally, the Issuer would only reject or defer an Issuer Buy-Back Request if it is unable to adequately unwind its own hedging arrangements. The Issuer determines the Buy-Back Price, acting in good faith and a commercially reasonable manner. Investors could receive returns that are lower than the performance of the Reference Asset. Investors can contact the Issuer for estimates of the Buy-Back Price in the few weeks prior to each Buy-Back Date.

EARLY MATURITY. The Units can mature early if an Early Maturity Event occurs or if an Investor requests an Issuer Buy-Back which is accepted by the Issuer. Early Maturity Events generally arise in circumstances which prevent the Issuer being able to hedge or deliver on its obligations under the Terms of the Units. Early Maturity Events could include (but are not limited to) for example, where the relevant Reference Asset ceases to be calculated or exist, circumstances where a Change of Law occurs that prevents the normal operation of the Units or results in the Issuer having to pay additional amounts in relation to the Units. Please refer to the master PDS Section 2 “Risks” of the Master PDS which sets out the Early Maturity Events and clause 5.1 “Early Maturity by the Issuer” of Section 6 “Terms of the Deferred Purchase Agreement “ below. If an Early Maturity Event occurs the Issuer may reasonably determine whether to call Early Maturity or allow the Units to continue. An Early Maturity Event may occur on the Maturity Date, in which case the Units will mature in accordance with the Early Maturity mechanism in clause 5.4 “Early Maturity Mechanism” of Section 6 “Terms of the Deferred Purchase Agreement” below. An Early Maturity may lead to Investors suffering losses and bearing various costs associated with the Early Maturity. Where the Issuer calls an Early Maturity and the Loan has been fully repaid, Investors will either receive the Termination Payment or a Delivery Parcel with value equal to the Early Maturity Value. In calculating the Termination Payment and the Early Maturity Value, the Issuer may deduct any costs it reasonably incurs acting in a commercially reasonable manner in relation to the Early Maturity, including Break Costs and the costs of unwinding any hedge. The amount the Issuer achieves on the unwinding of its hedge position may be minimal or zero and Investors may receive nothing. However, a minimum Early Maturity Value or Termination Payment per Unit may apply. Please refer to the relevant Term Sheet PDS to see if a minimum Early Maturity Value or Termination Payment applies. In an Early Maturity Event occurs, Investors will not be entitled to a refund on any Prepaid Interest or any Fees paid. Investors should also note that even if the Reference Asset is above the Reference Asset Starting Level, if there is an Early Maturity Event no Final Coupon will be payable. Investors should also note that they will be required to repay the Loan on Early Maturit...

EARLY MATURITY. 8.1. By means of written notice to the other Party and subject to the provisions of section 8.1.1 below, the innocent Party may declare the early maturity of this Agreement and of all outstanding Transactions in the following events, in addition to the events set forth by law, especially in articles 333 and 1425 of the Brazilian Civil Code (“Events of Default”): a) if any of the Parties fails to comply, within the appropriate term and in the appropriate form, with any of the primary or accessory payment obligations assumed hereunder, under the exhibits hereto and/or any possible amendment hereto; b) if any of the Parties fails to comply, within the appropriate term and in the appropriate form, with any of the other obligations assumed hereunder, under the exhibits hereto and/or any possible amendment hereto, except if the nonperforming Party has received written notice to cure the default and has failed to do it within two (2) business days after receipt of such notice; c) in the event of verification of the untruthfulness and/or inaccuracy of any representation, information or document executed or delivered by the COUNTERPARTY or by its GUARANTOR(S), provided the untruthfulness and/or inaccuracy of the representation(s) is not cured within two (2) business days as from the date of such verification, and provided after such default is cured it actually ceases to produce effects, without prejudice to the payment of damages in view of the direct losses actually suffered as a result of such untruthfulness or inaccuracy, always limited to the total amount of the Transaction/Agreement; d) if any instrument issued by the COUNTERPARTY and/or the GUARANTOR(S) is protested, except (i) if the protest has been caused by error of bad faith of third parties, as proved in an action brought to suspend the protest or in a judgment with similar effect; or (ii) if such protest is cured, suspended, cancelled or sufficient guarantees are pledged within ten (5) business days after the protest; e) upon occurrence or existence of a default, event of default or other similar condition or event that (1) may lead to an event of default (however described) with respect to the COUNTERPARTY and/or any entity directly controlled by, which controls or which is under common control with the COUNTERPARTY or any GUARANTOR, pursuant to the provisions of one or more agreements or instruments executed between (a) the COUNTERPARTY and/or any entity directly or indirectly controlled by, which c...

EARLY MATURITY. BNDES may declare this Contract to have matured early, with enforceability and immediate suspension of any disbursement if, in addition to the events contemplated in Articles 39 and 40 of the “PROVISIONS APPLICABLE TO BNDES CONTRACTS”, contemplated in Clause 13, the following is evidenced by BNDES:

EARLY MATURITY. The debtor agrees and accepts that the non-compliance with any of the terms and conditions stipulated in this document, verified by the creditor or by supervisory authorities, will entitle the creditor to declare the term due in advance and demand the total cancellation of the credit through the legal means that correspond, in accordance with the provisions of articles four hundred and twenty of the Commercial Code and seventy of the Organic Law of the National Banking System. The Bank is authorized to declare the obligation due and execute it in cases where any circumstances attributable to the debtor arise, such as but not limited to legal actions, attachments, and rights of any nature, or due to the non-payment of taxes, which delay or prevent the registration of the guarantees constituted in payment of this obligation before the Public Registry.

EARLY MATURITY. 6.1.1. The Debentures and all obligations contained in this Deed of Issuance will be considered early matured, making the payment of the Unit Nominal Value or the balance of the Unit Nominal Value, as the case may be, immediately due by the Issuer, plus the Remuneration, calculated pro rata temporis, from the Profitability Start Date or the last Remuneration Payment Date, as the case may be, until the date of its effective payment, without prejudice to the collection of Default Charges, if any, and any other amounts eventually owed by the Issuer under any of the Offer Documents, upon the occurrence of the events described in Clauses 6.1.2 and 6.1.3 below, observing the possible cure periods and respective procedures, when applicable (each, an “Early Maturity Event”).