Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or (d) There shall occur a Transfer without the prior approval of the City; or (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or (g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or (h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or (j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or (k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 14 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder, unless excused under another provision of this Agreement:
(a) Tenant any Party shall fail duly to make payments for undisputed amounts due under this Agreement to another Party within 60 days after receipt of written notice of such non-payment;
(b) the Feed-in Approval Xxxxxx’s Authorisation shall have been revoked or terminated, and punctually to pay Rent(i) all applicable appeal periods shall have expired, or (ii) a final decision on the appeal confirming such suspension, revocation or termination shall have been issued;
(c) any Party shall fail to make comply with any of its other payment required hereunder, when due to Citymaterial obligations under this Agreement, and such failure shall continue beyond un-remedied for 90 days after notice thereof by another Party, provided that if such failure cannot be remedied within such period of 90 days with the date specified in a written notice exercise of reasonable diligence, then such default from Director, which date remedy period shall be no earlier than extended for an additional period of 90 days so long as such failure is susceptible to remedy, and such Party is exercising reasonable diligence to remedy such failure;
(d) the third Feed-in Approval Holder Abandons the Project and fails to resume activities within a period of time determined by the Authority;
(3rdi) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the any Party becomes insolvent or suspends payment of Rent its debts generally or is unable to pay its debts as they fall due;
(ii) a receiver, receiver and manager, administrator, liquidator, provisional liquidator, trustee, custodian or similar officer is validly appointed (other payment during than one appointed by the TermFinanciers) over all or a material part of the undertakings, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice property or assets of any further defaults Party or a security holder lawfully takes possession (and does not relinquish possession within 30 days) of the whole or a material part of the undertakings, property or assets of any Party or distress or any other form of execution is levied, enforced or adjudged against or upon any such assets and is not discharged within 30 days of being levied, enforced or adjudged;
(iii) an order is made or a resolution passed for the liquidation, winding-up or dissolution of any Party, save for a members’ voluntary liquidation solely for the purpose of a solvent reconstruction or amalgamation, or a petition is presented for the winding up of a Party (which petition is not withdrawn or stayed or contested in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereundergood faith within 60 days); or
(biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make Party enters into a general assignment assignment, arrangement or compositions with or for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute creditors pursuant to section 176 of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementCompanies Act 1965.
Appears in 10 contracts
Samples: Power Purchase Agreement, Renewable Energy Power Purchase Agreement, Renewable Energy Power Purchase Agreement
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder, unless excused under another provision of this Agreement:
(a) Tenant any Party shall fail duly to make payments for undisputed amounts due under this Agreement to another Party within 60 days after receipt of written notice of such non-payment;
(b) the Feed-in Approval Holder’s Authorisation shall have been revoked or terminated, and punctually to pay Rent(i) all applicable appeal periods shall have expired, or (ii) a final decision on the appeal confirming such suspension, revocation or termination shall have been issued;
(c) any Party shall fail to make comply with any of its other payment required hereunder, when due to Citymaterial obligations under this Agreement, and such failure shall continue beyond un-remedied for 90 days after notice thereof by another Party, provided that if such failure cannot be remedied within such period of 90 days with the date specified in a written notice exercise of reasonable diligence, then such default from Director, which date remedy period shall be no earlier than extended for an additional period of 90 days so long as such failure is susceptible to remedy, and such Party is exercising reasonable diligence to remedy such failure;
(d) the third Feed-in Approval Holder Abandons the Project and fails to resume activities within a period of time determined by the Authority;
(3rdi) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the any Party becomes insolvent or suspends payment of Rent its debts generally or is unable to pay its debts as they fall due;
(ii) a receiver, receiver and manager, administrator, liquidator, provisional liquidator, trustee, custodian or similar officer is validly appointed (other payment during than one appointed by the TermFinanciers) over all or a material part of the undertakings, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice property or assets of any further defaults Party or a security holder lawfully takes possession (and does not relinquish possession within 30 days) of the whole or a material part of the undertakings, property or assets of any Party or distress or any other form of execution is levied, enforced or adjudged against or upon any such assets and is not discharged within 30 days of being levied, enforced or adjudged;
(iii) an order is made or a resolution passed for the liquidation, winding-up or dissolution of any Party, save for a members’ voluntary liquidation solely for the purpose of a solvent reconstruction or amalgamation, or a petition is presented for the winding up of a Party (which petition is not withdrawn or stayed or contested in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereundergood faith within 60 days); or
(biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make Party enters into a general assignment assignment, arrangement or compositions with or for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute creditors pursuant to section 176 of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementCompanies Xxx 0000.
Appears in 4 contracts
Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant:
(a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunderto pay under this Lease where such failure continues for a period of three (3) days after written notice of default from Landlord to Tenant. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161.
(b) Failure to perform any other covenant, condition or requirement of this Lease when due to City, and such failure shall continue beyond the date specified in for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of the default is such default from Directorthat more than thirty (30) days are reasonably required for its cure, which date shall be no earlier than the third (3rd) day after the effective date then an Event of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Default shall not be entitled to, deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and City shall have no obligation thereafter diligently and continuously prosecute such cure to give, completion. Landlord’s notice of any further defaults in the payment of Rent or other payment. In such event, there to Tenant pursuant to this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161.
(bc) The abandonment or vacating (without providing adequate security) of the Premises by Tenant.
(d) Tenant shall admit in writing its inability to pay its debts generally as they become insolventdue, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or shall take the benefit of any present or future insolvency statute, or Tenant shall make a general an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or acquiesce in the appointment of a receiver, trustee, receiver of itself or liquidator of the whole or any or substantially all of its property; or
(c) A petition under any substantial part of the federal bankruptcy lawsPremises.
(e) A court of competent jurisdiction shall enter an order, judgment or an action under decree appointing a receiver of Tenant or of the whole or any present substantial part of the Premises and such order, judgment or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after the filing thereof; or
(d) There date of entry of such order, judgment, or decree, or a stay thereof shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; orbe thereafter set aside.
(f) Any lien A court of competent jurisdiction shall be enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the Premises as a result federal or state government or any subdivision of any act either now or omission of Tenanthereafter in effect, and such order, judgment or decree shall not be discharged vacated, set aside or contested by Tenant in good faith by proper legal proceedings stayed within twenty thirty (2030) days after receipt from the date of notice thereof by Tenant; or
(g) Tenant shall fail to provideentry of such order, maintain, increasejudgment or decree, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.
Appears in 3 contracts
Samples: Lease Agreement, Commercial Lease (Silver Spring Networks Inc), Commercial Lease (Silver Spring Networks Inc)
Event of Default. The As used herein, “Event of Default” means the occurrence and/or existence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
following: (a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keeppay any installment of Base Rent, perform Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and observe each and every other promise, covenant and agreement set forth in this Leasepayable, and such failure shall continue continues for a period of more than three (3) five business days after delivery by Director of a written notice of such failure from Landlord thereof or (ii) Landlord having given the “First Notice”); or if satisfaction of such obligation requires activity over written notice specified in the foregoing clause (i) to Tenant twice in any 12 month period, Tenant shall fail, on a period of time, if Tenant fails to commence third occasion within the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after 12 months following the giving of the First Noticefirst such notice by Landlord, to pay any installment of Base Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable; or
or (jb) Tenant shall use neglect or give fail to perform or observe any of the other covenants or undertakings herein on its permission part to any person be performed or observed and such neglect or failure shall continue for 30 days after written notice to use any portion of Airport or Tenant; provided that if the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur default is other than a default under clause (a) above, or clauses (c) through (h) below, and is such that it cannot be cured within 30 days, but is capable of being cured, such 30 day period shall be extended by up to 60 additional days provided that Tenant commences to cure such default within said 30 day period, continues to do so diligently, and thereafter completes such cure within not more than 90 days following the notice of default; or (c) there is filed by Tenant any case, petition, proceeding or other action under any Bankruptcy Law; or (d) any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein proceedings shall be deemed to imply that instituted against Tenant under any Bankruptcy Law and not be dismissed within 60 days; or (e) Tenant shall execute an assignment of its property for the benefit of its creditors; or (f) a receiver, custodian or other similar officer for Tenant shall be entitled to additional notice appointed and not be discharged within 60 days; or cure rights with respect to such default (g) the estate hereby created shall be taken by execution or by other than as may be provided process of law and is not redeemed by Tenant within 60 days thereafter; or (h) an assignment or sublease in such other agreementviolation of the terms of this Lease.
Appears in 3 contracts
Samples: Lease Agreement (Morphic Holding, Inc.), Lease Agreement (Morphic Holding, Inc.), Lease Agreement (Morphic Holding, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach an “Event of Default”:
(a) any Debtor shall fail or neglect to perform or observe any term, covenant, warranty or representation contained in this Lease agreement that is required to be performed or observed by the Debtors and the same is not cured to Secured Party’s reasonable satisfaction within 15 days after the earlier of (i) the giving of notice by Secured Party to such Debtor of such failure, or (ii) the date such Debtor knew or reasonably should have known of such failure;
(b) an “Event of Default” hereunder:under (and as defined in) the Loan Agreement shall occur;
(ac) Tenant except as expressly permitted pursuant to Section 6.03 of the Loan Agreement, Borrower shall fail duly and punctually merge with or consolidate into any other third party or shall sell all or substantially all of its assets or business;
(d) the Collateral or a significant part of a Debtor’s other assets shall be attached, seized, levied upon or subjected to pay Renta writ or distress warrant, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond come within the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice possession of any further defaults in the payment of Rent receiver, trustee, custodian or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment assignee for the benefit of creditors, creditors and the same is not cured within 5 days thereafter;
(e) an application shall be made by a Debtor or file any person other than a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement Debtor for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trusteetrustee or custodian for the Collateral or any other of a Debtor’s assets and in the case of an application made by a third party, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall same is not be dismissed within thirty (30) 20 days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; orapplication therefor;
(f) Any lien a petition under any bankruptcy, insolvency or similar law shall be filed by or against a Debtor, and in the Premises as a result case of any act petition filed by any third party, such petition is not dismissed within 20 days of such filing, or omission a Debtor shall make an assignment for the benefit of Tenantits creditors or any case or proceeding is shall file by or against such Debtor for its dissolution, and shall not be discharged liquidation, or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; ortermination;
(g) Tenant shall fail to provide, maintain, increasethe indictment or threatened indictment of a Debtor under any criminal statute, or replacecommencement or threatened commencement of criminal or civil proceedings against a Debtor pursuant to which the proceedings, penalties or remedies sought or available include forfeiture of any of the Deposit as required hereinproperty of such Debtor; or
(h) Tenant A Debtor shall fail cease to obtain and maintain the insurance required hereunderconduct its business or is enjoined, restrained or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery any way prevented by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, court order from conducting all or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementmaterial part of its business affairs.
Appears in 3 contracts
Samples: Security Agreement (Act Teleconferencing Inc), Security Agreement (Act Teleconferencing Inc), Security Agreement (Act Teleconferencing Inc)
Event of Default. The occurrence of If any one or more of the following events shall constitute a breach of this Lease and (each, an “Event of Default” hereunder”) shall occur:
(ai) Tenant Maker shall fail duly and punctually to pay Rentany principal, Interest or other amount payable under this Note on the date due and otherwise in accordance with the terms hereof;
(ii) Maker shall file a petition or commence a proceeding under any bankruptcy, insolvency or similar law of any state or any subdivision thereof or any other nation, state or political entity (whether such petition or proceeding is for relief from debts or for the appointment or authorization of a receiver, trustee, liquidator, custodian or conservator of Maker or of the whole or substantially all of its property or any other purpose), or to make there is filed against Maker any other payment required hereunder, when due to Citysuch petition or commenced against Maker any such proceeding, and any such failure shall continue beyond the date specified in petition or proceeding filed or commenced against Maker remains undismissed for a written notice period of such default from Directorsixty (60) calendar days, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled if Maker by any act consents to, and City approves of or expressly acquiesces in any such petition or proceeding; Maker shall have no obligation to give, notice of seek relief under any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderlaw; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or Maker shall make a general an assignment for the benefit of creditors; or a court of competent jurisdiction shall enter an order, judgment or decree, or file a voluntary petition enter an order for relief against Maker in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or any case commenced under any other law or statute such law;
(iii) The aggregate book value (as reflected on the balance sheet of Maker and PrinceRidge Partners LLC and determined in accordance with generally accepted accounting principles consistently applied with past practice) of the United States or equity interests of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertyMaker and PrinceRidge Partners LLC held by IFMI is less than $30 million; or
(civ) A petition Maker shall have defaulted in an obligation under the Separation Agreement which has not been cured (within any applicable cure period), then, at any time during the continuance of any Event of Default, Payee may, by written notice to Maker, declare this Note to be forthwith due and payable, both as to principal and Interest, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or other notice of any kind, all of which are hereby expressly waived to the fullest extent permitted by law, anything contained herein to the contrary notwithstanding. Notwithstanding the preceding sentence, upon the occurrence of an Event of Default described in clause (ii) above, all amounts due under this Note shall automatically be payable without the requirement of any notice to Maker or any further act of Payee. The remedies provided above shall be in addition to any other remedy available to Payee under this Note or under applicable law, or otherwise. No delay on the part of the federal bankruptcy laws, or an action under Payee in exercising any present or future insolvency law or statute, rights hereunder shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises operate as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice waiver of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementrights.
Appears in 3 contracts
Samples: Separation, Release and Repurchase Agreement (Institutional Financial Markets, Inc.), Separation, Release and Repurchase Agreement (Institutional Financial Markets, Inc.), Separation, Release and Repurchase Agreement (Institutional Financial Markets, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, Rent or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement, Lease Agreement
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder":
(ai) Tenant shall fail duly and punctually the Company's or any Subsidiary's (as defined in the Note Purchase Agreement) failure to pay Rentto the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note (including, without limitation, the Company's or any Subsidiary's failure to make pay any redemption payments or amounts hereunder) or any other payment required hereunderTransaction Document (as defined in the Note Purchase Agreement) or any other agreement, when due to Citydocument, certificate or other instrument delivered in connection with the transactions contemplated hereby and such failure shall continue beyond the date specified in a written notice of such default from Directorthereby, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingexcept, in the event there occurs two case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains uncured for a period of at least five (25) defaults days;
(ii) the occurrence of any default under, redemption of or acceleration prior to maturity of an aggregate of any Indebtedness of the Company or any of its Subsidiaries in the payment excess of Rent $1,000,000;
(iii) bankruptcy, insolvency, reorganization or liquidation proceedings or other payment during proceedings for the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice relief of any further defaults in the payment of Rent or other payment. In such event, there debtors shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent instituted by or other payment hereunder; or
(b) Tenant shall become insolventagainst the Company or any Subsidiary and, if instituted against the Company or shall take the benefit of any present or future insolvency statuteSubsidiary by a third party, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days of their initiation;
(iv) the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;
(v) the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;
(vi) a final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the filing entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; or
(d) There shall occur provided, however, any judgment which is covered by insurance or an indemnity from a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and credit worthy party shall not be discharged included in calculating the $1,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;
(vii) the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $1,000,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by Tenant the Company and/or such Subsidiary (as the case may be) in good faith by proper legal proceedings within twenty and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $1,000,000, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (20ii) days after receipt suffer to exist any other circumstance or event that would, with or without the passage of notice thereof by Tenanttime or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in the aggregate;
(viii) other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation, warranty, covenant or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive Business Days;
(ix) any Material Adverse Effect (as defined in the Note Purchase Agreement) occurs;
(x) any Change of Control occurs; or
(gxi) Tenant shall fail to provide, maintain, increase, any breach or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies failure in any respect of the policies or certificates Company to City as required herein; or
(ifully comply with Section 13(b) Tenant shall fail to keep, perform of this Note and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3Section 4(b) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementNote Purchase Agreement.
Appears in 3 contracts
Samples: Note Agreement (Top Ships Inc.), Note Purchase Agreement (Top Ships Inc.), Note (Top Ships Inc.)
Event of Default. The occurrence In addition to the Events of any one or more Default set forth in Section 3 of both the First Note and Second Note, each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder:
: (ai) Tenant Debtor shall fail duly and punctually to pay Rent, any or to make all of the Obligations or any other payment required hereunder, indebtedness of Debtor to Secured Party when due or (if payable on demand) on demand; or (ii) Debtor shall default in any payment of principal of or interest on any other obligation for borrowed money beyond any period of grace provided with respect thereto or Debtor shall default in the performance of any other agreement, term or condition contained in any agreement to City, which it is a party and such failure shall continue beyond default is not cured within the date specified in a written notice of such default from Director, which date applicable grace period and materially adversely affects Debtor’s condition affairs or prospects (financial or otherwise); or (iii) an order for relief shall be no earlier than entered in any Federal bankruptcy proceeding in which Debtor is the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingdebtor or bankruptcy, in the event there occurs two (2) defaults in the payment of Rent receivership, insolvency, reorganization, relief, dissolution, liquidation or other payment during similar proceedings shall be instituted by or against Debtor or all or any part of the Termproperty of Debtor under the Federal Bankruptcy Code or any other law of the United States or any bankruptcy or insolvency law of any state of competent jurisdiction unless, thereafter Tenant shall not be entitled toif such proceedings are instituted against Debtor, such proceedings are dismissed and City discharged within sixty (60) days after they are instituted; or (iv) Debtor shall have no obligation become insolvent or unable to givepay its debts as they mature, notice of any further defaults in the payment of Rent or other payment. In such eventcease doing business as a going concern, there shall be deemed to occur make an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition admit in bankruptcywriting its inability to pay its debts as they become due, or if a petition trustee, receiver or answer seeking an arrangement liquidator shall be appointed for its reorganization, Debtor or the readjustment of its indebtedness under the federal bankruptcy laws, or under for any other law or statute substantial portion of the United States or assets of any state thereof, or consent to the Debtor and such appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed vacated within thirty sixty (3060) days; or (v) any judgment or judgments are rendered or judgment liens filed against Debtor for an aggregate amount in excess of $100,000 which within forty (40) days after of such rendering or filing is not either satisfied, stayed or discharged of record; or (vi) any governmental agency shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Debtor, the filing thereof; or
continuation of which is material to the continuation of Debtor’s business or (dvii) There Debtor shall occur a Transfer without default in the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert performance or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result observance of any act or omission of Tenant, and shall not be discharged or contested by Tenant covenant contained in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replacethis Agreement, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain Investment Agreement or the insurance required hereunderNotes, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure which default shall continue for a period of more than three ten (310) days after delivery written notice thereof shall have been given by Director Secured Party to Debtor; or (viii) any representation or warranty of Debtor contained in this Agreement, the Notes or in any other document supplied to Secured Party by Debtor proves to be materially false as of the time this Agreement was made; or (ix) any holder of a written notice of such failure Permitted Encumbrance (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails other than Secured Party) shall seek to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give enforce its permission to any person to use lien against any portion of Airport the Collateral. Nothing contained in this Section 5, Section 6 hereof or the Terminal Buildings used by Tenant under in any other provision of this Lease Agreement shall preclude or limit Secured Party from demanding at any time or for any illegal purposereason, without notice, payment of all or any purpose not approved by Director; or
(k) There shall occur a default under part of any other agreement between Tenant and CityObligation which is, including the Other Agreementspursuant to its terms, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementpayable on demand.
Appears in 3 contracts
Samples: Investment Agreement (Kips Bay Medical, Inc.), Investment Agreement (Kips Bay Medical, Inc.), Loan and Security Agreement (Kips Bay Medical, Inc.)
Event of Default. The occurrence of any one or more It is the intention of the following events shall constitute a breach parties to this Agreement that the Tract be developed in accordance with the terms of this Lease Agreement and the Developer shall follow the development plans as set out in the Land Plan.
(a) The parties acknowledge and agree that any material deviation from the Land Plan and the concepts of development contained therein and any material deviation by Developer from the material terms of this Agreement would frustrate the intent of this Agreement, and therefore, would be an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthis Agreement.
(b) Tenant Each of the following events shall become insolventbe an “Event of Default” by the Developer under this Agreement, once the applicable time to cure, if any, has expired:
i. The Developer shall fail to comply with any term, provision or covenant of this Agreement, and shall take not cure such failure within ninety (90) calendar days after written notice thereof is given by the benefit City to the Developer;
ii. The filing by Developer of any a voluntary proceeding under present or future insolvency statutebankruptcy, insolvency, or shall make a general assignment for the benefit of creditorsother laws respecting debtors, rights;
iii. The consent by Developer to an involuntary proceeding under present or future bankruptcy, insolvency, or file a voluntary petition in bankruptcy, other laws respecting debtor’s rights;
iv. The entering of an order for relief against Developer or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator custodian for all or a substantial part of the property or assets of Developer in any involuntary proceeding, and the continuation of such order, judgment or substantially all degree unstayed for any period of its property; orninety (90) consecutive days;
v. Any representation or warranty confirmed or made in this Agreement by the Developer was untrue as of the Effective Date.
(c) A petition under any part Each of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, following events shall be filed against Tenant an Event of Default by the City under this Agreement:
i. The City shall fail to comply in any material respect with any term, provision or covenant of this Agreement, other than the payment of money, and shall not be dismissed cure such failure within thirty ninety (3090) calendar days after written notice thereof is given by the filing thereof; orDeveloper to the City.
(d) There A material breach of this Agreement by Developer shall occur a Transfer without be deemed to have occurred in any of the prior following instances:
1. Developer’s failure to develop the Tract in compliance with the approved Land Plan, as from time to time amended; or Developer’s failure to secure the City’s approval of any Substantial Change to the CityLand Plan; or
2. Failure of the Developer to substantially comply with a provision of this Agreement or a City ordinance applicable to the Tract.
(e) Tenant shall voluntarily abandonThe parties acknowledge and agree that any substantial deviation by the City from the material terms of this Agreement would frustrate the intent of this Agreement and, desert or vacate therefore, would be a material breach of this Agreement. A material breach of this Agreement by the Premises; or
(f) Any lien City shall be filed against deemed to have occurred in any of the Premises as a result following instances:
1. The imposition or attempted imposition of any act moratorium on building or omission growth on the Tract prohibited by State law or this Agreement;
2. The imposition of Tenant, and shall not be discharged a requirement to provide regionalization or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt oversizing of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, public utilities through some method substantially or replace, materially different than the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement plan set forth in this LeaseAgreement;
3. An attempt by the City to annex, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (in whole or in part, the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails property within the District prior to commence the cure of such failure within three (3) days after receipt occurrence of the First Notice, conditions set forth in Article V of this Agreement;
4. An attempt by the City to enforce any City ordinance within the Tract that is inconsistent with the terms and conditions of this Agreement;
5. An attempt by the City to require modification or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving amendment of the First NoticeLand Plan where it complies with the requirements of this Agreement; or
(j) Tenant 6. An attempt by the City to unreasonably withhold approval of a plat of land within the Tract that complies with the requirements of this Agreement. In the event that a party to this Agreement believes that another party has, by act or omission, committed a material breach of this Agreement, the provisions of this Article shall use or give its permission to any person to use any portion of Airport or provide the Terminal Buildings used by Tenant under this Lease remedies for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementdefault.
Appears in 2 contracts
Samples: Development Agreement, Development Agreement
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder":
(a) Tenant shall fail duly and punctually Borrower fails to pay Rentany portion of the Obligations when due and payable or declared due and payable, or fails to make any other payment remit or deposit items or funds as required hereunder, when due to City, and such failure shall continue beyond by the date specified in a written notice terms of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthis Agreement;
(b) Tenant shall become insolventBorrower fails or neglects to observe, perform or comply with any other term, provision, condition, covenant, warranty or representation contained in this Agreement or the other Loan Documents or in any other agreement now existing or hereafter executed evidencing, securing or relating in any way to the Obligations of Borrower, which is required to be observed, per formed or complied with by Borrower and the same is not cured to Lender's satisfaction within ten (10) days after the earlier of (i) Borrower's having knowledge thereof or (ii) Lender's giving Borrower written notice thereof;
(c) If any representation or warranty made in writing by or on behalf of Borrower in this Agreement or in the other Loan Documents or in any other agreement now existing or hereafter executed between Borrower and Lender, or in connection with the transactions contemplated hereby or thereby, shall take prove to have been false or incorrect in any material respect at the benefit time as of which such representation or warranty was made;
(d) The occurrence of any present default or future insolvency statuteevent of default on the part of Borrower (including specifically, but without limitation, due to non-payment) under the terms of any agreement, document or instrument pursuant to which Borrower has incurred any Indebtedness (other than the Obligations), which default is not cured within the time, if any, permitted therefor in the agreement governing such Indebtedness;
(e) There shall make a general assignment for occur any material uninsured damage to or loss, theft or destruction of any of the benefit Collateral or the Realty;
(f) The filing by Borrower of creditors, or file a any voluntary petition in bankruptcyseeking liquidation, or a petition or answer seeking an arrangement for its reorganization, or the arrangement, readjustment of its indebtedness debts or for any other relief under the federal bankruptcy laws, Bankruptcy Code or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenantlaw pertaining to insolvency or debtor relief, and shall not be discharged whether state, federal or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provideforeign, maintain, increase, now or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.hereafter existing;
Appears in 2 contracts
Samples: Loan and Security Agreement (Pluma Inc), Credit Agreement (Pluma Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease Permit and an “Event of Default” hereunder:
(a) Tenant Permittee shall fail duly and punctually to pay RentPermit Fees, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such breach or default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent Permit Fees or other payment during the Termunder this Permit, thereafter Tenant Permittee shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent Permit Fees or other payment. In such event, there shall be deemed to occur an “Event of Default Default” immediately upon TenantXxxxxxxxx’s failure to duly and punctually pay Rent Permit Fees or other payment hereunder; or
(b) Tenant Permittee shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant Permittee and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant Permittee shall voluntarily abandonfail to provide the Deposit within five (5) days after the Reference Date or shall fail to maintain in full such Deposit at all times thereafter, desert or vacate the Premisesand such failure shall continue for a period of more than three (3) days after delivery by Director of written notice of such failure; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant Permittee shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(ig) Tenant Permittee shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this LeasePermit, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant Permittee fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty thirty (12030) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(kh) There shall occur a default under any other agreement between Tenant Permittee and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant Permittee shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 2 contracts
Samples: Aviation Support Services Permit, Aviation Support Services Permit
Event of Default. The occurrence An Event of Default shall be deemed to have occurred and may be declared by the Pledgee upon the happening of any one or more of the following events shall constitute a breach of this Lease and an events:
(a) An “Event of Default” hereunder:under any Document or any agreement or note related to any Document shall have occurred and be continuing beyond any applicable cure period;
(ab) Tenant Any Pledgor shall fail duly default in the performance of any of its obligations under any agreement between any Pledgor and punctually to pay RentPledgee, or to make any other payment required hereunderincluding, when due to Citywithout limitation, this Agreement, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice cured for a period of fifteen (15) days after the occurrence thereof;
(c) Any representation or warranty of any further defaults Pledgor made herein, in any Document or in any agreement, statement or certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect;
(d) Any portion of the payment Collateral is subjected to levy of Rent execution, attachment, distraint or other payment. In such event, there shall be deemed to occur an Event judicial process; or any portion of Default immediately upon Tenant’s failure to duly and punctually pay Rent the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other payment hereunderright or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of fifteen (15) business days after the occurrence thereof; or
(be) Tenant Any Pledgor shall become insolvent(i) apply for, consent to, or shall take suffer to exist the benefit of any present or future insolvency statuteappointment of, or shall the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcyseeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or a fail to have dismissed, within sixty (60) days, any petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness filed against it in any involuntary case under the federal such bankruptcy laws, or under (vii) take any other law or statute action for the purpose of effecting any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementforegoing.
Appears in 2 contracts
Samples: Subsidiary Stock Pledge Agreement (Dynamic Health Products Inc), Stock Pledge Agreement (Coach Industries Group Inc)
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”:
(ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, Registration Default as set forth in the event there occurs Securities Purchase Agreement;
(ii) default in the payment of the Principal and unpaid accrued Interest of this Note within two (2) defaults in Business Days of becoming due and payable;
(iii) any other default by the payment Company of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice performance of any further defaults in of its obligations or any breach by the payment Company of Rent any representations or other payment. In covenants (provided that a default of any such event, there shall be deemed to occur covenant is not otherwise defined as an Event of Default immediately under this Section 4(a)) hereunder or under the Securities Purchase Agreement (provided that the representations and warranties under the Securities Purchase Agreement shall only survive for one year from the date of execution of the Securities Purchase Agreement) upon Tenant’s failure 10 days notice from the Holder to duly and punctually pay Rent or other payment hereunder; orthe Company;
(biv) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or Company shall make a general an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, consent to entry of an order for relief against it in an involuntary case, be adjudicated insolvent or bankrupt, petition or apply to any tribunal for the appointment of any receiver, trustee or similar official for it or a petition substantial part of its assets, or answer seeking an arrangement for its commence any proceeding under any bankruptcy, reorganization, or the arrangement, readjustment of its indebtedness under the federal bankruptcy lawsdebt, dissolution or under any other liquidation law or statute of the United States any jurisdiction, whether now or of any state thereof, or consent to hereafter in effect; there shall occur the appointment of a receiver, trustee, assignee, liquidator, custodian or liquidator similar official of it or a substantial part of its assets; or there shall have been filed any such petition or application or any such proceeding shall have been commenced against it, which remains undismissed for a period of 60 days or more; the Company by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or the appointment of any trustee for it or substantially all any substantial part of any of its properties;
(v) a court of competent jurisdiction shall enter an order or decree under any Bankruptcy Law that is for relief against the Company in an involuntary case, appoints a receiver, trustee, assignee, liquidator or similar official of the Company or for any substantial part of its property, or orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 30 days;
(vi) if at any time while any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required Reserve Amount (as defined below);
(vii) the Company fails to repay all Senior Debt other than the Remaining Senior Debt as set forth in Section 11(a) hereof within 21 days of the Issuance Date; or
(cviii) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant Company fails to commence the cure of such failure within three comply with Sections 13(a) or (313(b) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rita Medical Systems Inc), Securities Purchase Agreement (Rita Medical Systems Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “An "Event of Default” hereunder" by Lessee shall occur if:
(a) Tenant shall fail duly and punctually Lessee fails to pay when due any installment of Leasehold Rent and/or Additional Rent, without notice or demand, provided, however that Lessor agrees to make any other payment required hereunderpermit Lessee to cure such monetary default by paying the late fee set forth in Section 1(a) of this Leasehold Lease, when due to City, and such failure shall continue beyond the date specified in a within five (5) days after receipt of written notice to Lessee of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the non-payment of Leasehold Rent or other payment during the Term("Grace Period"), thereafter Tenant provided further that such Grace Period shall only be permitted to occur twice in any twelve month period and shall not be entitled to, and City shall have no obligation apply to give, notice any payments due under the Sublease with the exception of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orpayments made under this Leasehold Lease;
(b) Tenant Lessee shall become insolventfail to perform or observe any non-monetary covenant, condition or agreement to be performed or observed by it under this Leasehold Lease and such failure continues uncured for twenty (20) days after written notice thereof to Lessee by Lessor (unless such default is of a nature that it cannot be cured within such twenty (20) day period, in which event no default shall take occur so long as Lessee shall diligently commence the benefit curing of any present or future insolvency statutethe default within the twenty (20) day cure period and promptly prosecutes the curing of the same);
(c) Lessee ceases doing business, or shall make a general makes an assignment for the benefit of creditors, or file admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition or answer seeking an arrangement for its itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action similar arrangement under any present or future insolvency statute, law or statute, shall be regulation or files an answer admitting the material allegations of a petition filed against Tenant and it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall not be dismissed take any action looking to its dissolution or liquidation;
(d) within thirty ninety (3090) days after the filing thereof; or
commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within ninety (d90) There days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall occur a Transfer without the prior approval of the City; ornot be vacated;
(e) Tenant shall voluntarily abandonLessee attempts to remove, desert sell, transfer, encumber, part with possession or vacate sublet the PremisesEquipment or any item thereof, without the prior written approval of Lessor; or
(f) Any lien Lessee, as Sublessee shall be filed against in default under the Premises as a result Sublease. Upon the occurrence of an Event of Default and the expiration of any act or omission of Tenantapplicable notice and cure period, Lessor shall have all the rights and shall not be discharged or contested remedies provided by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orapplicable law, this Leasehold Lease and/or the Sublease. In addition, Lessor, at its sole election, may:
(ga) Tenant shall fail declare all unpaid Leasehold Rent and other sums due and to provide, maintain, increase, or replace, the Deposit as required hereinbecome due under this Leasehold Lease immediately due and payable; orand/or
(hb) Tenant proceed by appropriate court action or actions or other proceedings either at law or in equity to enforce performance by Lessee of any and all covenants of this Leasehold Lease and to recover damages for the breach thereof. Lessor shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall also be entitled to additional notice recover immediately as liquidated damages for loss of the bargain and not as penalty any unpaid Leasehold Rent that accrued on or cure rights with respect before the occurrence of the Event of Default for the unexpired term of this Leasehold Lease. No remedy of Lessor hereunder shall be exclusive of any remedy herein or by law provided, but each shall be cumulative and in addition to such default every other than as may be provided in such other agreementremedy.
Appears in 2 contracts
Samples: Sublease Agreement (Antigenics Inc /De/), Sublease Agreement (GTC Biotherapeutics Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant:
(a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunderto pay under this Lease where such failure continues for a period of five (5) days after written notice of default from Landlord to Tenant. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161.
(b) Failure to perform any other covenant, condition or requirement of this Lease when due to City, and such failure shall continue beyond the date specified in for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of the default is such default from Directorthat more than thirty (30) days are reasonably required for its cure, which date shall be no earlier than the third (3rd) day after the effective date then an Event of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Default shall not be entitled to, deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and City shall have no obligation thereafter diligently and continuously prosecute such cure to give, completion. Landlord’s notice of any further defaults in the payment of Rent or other payment. In such event, there to Tenant pursuant to this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161.
(bc) The abandonment of the Premises by Tenant.
(d) Tenant shall admit in writing its inability to pay its debts generally as they become insolventdue, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or shall take the benefit of any present or future insolvency statute, or Tenant shall make a general an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or acquiesce in the appointment of a receiver, trustee, receiver of itself or liquidator of the whole or any or substantially all of its property; or
(c) A petition under any substantial part of the federal bankruptcy lawsPremises.
(e) A court of competent jurisdiction shall enter an order, judgment or an action under decree appointing a receiver of Tenant or of the whole or any present substantial part of the Premises and such order, judgment or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after the filing thereof; or
(d) There date of entry of such order, judgment, or decree, or a stay thereof shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; orbe thereafter set aside.
(f) Any lien A court of competent jurisdiction shall be enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the Premises as a result federal or state government or any subdivision of any act either now or omission of Tenanthereafter in effect, and such order, judgment or decree shall not be discharged vacated, set aside or contested by Tenant in good faith by proper legal proceedings stayed within twenty thirty (2030) days after receipt from the date of notice thereof by Tenant; or
(g) Tenant shall fail to provideentry of such order, maintain, increasejudgment or decree, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.
Appears in 2 contracts
Samples: Commercial Lease (Carbylan Therapeutics, Inc.), Commercial Lease (Carbylan Therapeutics, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event Events of Default” hereunder:
(a) Tenant The Lessee shall fail duly and punctually to pay Rent, or to make any other payment required hereunderof Rent, when due due, subject to City, and such failure shall continue beyond the date specified a five business day grace period available once in a written notice each fiscal quarter in each of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment Lessee's fiscal years during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant There shall become insolventoccur any failure of Lessee to procure any of the insurance coverage required by Section 10 hereof or such insurance shall cease to be in full force and effect; or
(c) Lessee shall fail to observe or perform any other of the covenants, conditions, agreements or warranties to be performed or observed by Lessee hereunder and such failure shall continue unremedied for the earlier to occur of (i) a period of ten Business Days after written notice thereof by Lessor, or (ii) a period of ten Business Days after any corporate officer of Lessee who, in the normal course of his operational responsibilities, would have knowledge of the matter and the requirements of this Lease with respect thereto shall take have obtained actual knowledge of such failure; provided, however, removal of the benefit Aircraft at any time from the continental limits of the United States or Canada in a manner not permitted hereunder shall result in an immediate Event of Default; or
(d) Any representation or warranty made by Lessee herein or any present document or future insolvency statutecertificate furnished Lessor pursuant hereto shall prove to have been incorrect in any material respect when made and shall remain incorrect and material; or
(e) Lessee shall consent to the appointment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of itself or of a substantial part of its property, or Lessee shall fail to pay its debts generally as they come due (as provided in 11 U.S.C. 303(h)(l)), or shall make a general assignment for the benefit of its creditors, or file Lessee shall commence a voluntary petition in bankruptcycase or other proceeding seeking liquidation, reorganization or a petition other relief with respect to itself or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness debts under the federal Federal bankruptcy laws, as now or under hereafter constituted or any other applicable Federal or State bankruptcy, insolvency or other similar law or statute of the United States or of any state thereof, or shall consent to the appointment entry of an order for relief in an involuntary case under any such law or Lessee shall file an answer admitting the material allegations of a receiver, trusteepetition filed against Lessee in any such proceeding, or liquidator otherwise seek relief under the provisions of any now existing or substantially all future Federal or State bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of its property; or
(c) A petition under any part of the federal bankruptcy lawscorporations, or providing for an action under any present agreement, composition, extension or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premisesadjustment with its creditors; or
(f) Any lien An order, judgment or decree shall be filed against entered in any proceedings by any court of competent jurisdiction appointing, without the Premises as consent of Lessee, a result receiver, trustee or liquidator of Lessee or of any act substantial part of its property, or omission any substantial part of Tenantthe property of Lessee shall be sequestered, and any such order, judgment or decree or appointment or sequestration shall not be discharged remain in force undismissed, unstayed or contested by Tenant in good faith by proper legal proceedings within twenty (20) unvacated for a period of 60 days after receipt the date of notice thereof by Tenant; entry thereof: or
(g) Tenant A petition against Lessee in a proceeding or case under the bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall fail to providebe filed and shall not be withdrawn or dismissed within 90 days thereafter, maintainor, increasein case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be approved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within 90 days thereafter, or replacea decree or order for relief in respect of the Lessee shall be entered by a court of competent jurisdiction in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, as now or hereafter constituted, and such decree or order shall remain unstayed in effect for a period of 90 days, or if, under the Deposit as required hereinprovisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days; or
(h) Tenant A final judgment or judgments by a court or courts or competent jurisdiction for the payment of money in excess of $150,000, shall fail be rendered against Lessee and the same shall remain undischarged for a period of 60 days during which execution of such judgment shall not be effectively stayed, provided, however, that Lessee has not provided for Lessor's benefit a bond or has not placed cash or a cash equivalent in escrow, in each case sufficient to obtain and maintain pay the insurance required hereunder, full amount of such judgment or provide copies of the policies or certificates judgments on terms reasonably satisfactory to City as required hereinLessor; or
(i) Tenant shall fail to keepThere occur, perform and observe each and every other promise, covenant and agreement set forth in this Leasebe continuing, and such failure shall continue for having been declared in writing by the party in interest, an event of default under any other agreement between Lessee or an affiliate thereof and Lessor, Owner Participant, Seller, Manufacturer, Trident or any affiliate thereof, or any trustee acting on behalf of any of them, or any lease or sublease with respect to a period of more than three (3) days after delivery by Director Leased Aircraft or any sublease or lease of a written notice Jetstream Model 3101, 3201, or 4101 Turboprop aircraft by Lessee or an affiliate of Lessee ("Other Agreements"), such failure (that pursuant to the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt terms of the First Notice, or thereafter fails Other Agreements the event of default as defined therein shall permit the party in interest to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Noticeterminate said Other Agreement; or
(j) Tenant The code sharing agreement between Lessee or its affiliates, and United Airlines, shall use cease to be in full force and effect prior to its expiration in accordance with its term or give its permission to any person to use any portion shall have been amended, modified or supplemented and such amendment modification or supplement would materially adversely affect the ability of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, Lessee or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and Cityaffiliate or subsidiary of Lessee to perform its obligations hereunder, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing contained herein shall be deemed preclude Lessee from entering into any code sharing agreement with any other carrier, or
(k) If the Aircraft is flown without a valid certificate of airworthiness or any other valid permit to imply that Tenant shall be entitled to additional notice fly issued by the FAA or cure rights with respect to the registration of the Aircraft or recordation of this Lease is canceled except where such cancellation is caused by the default other than as may be provided in such other agreementor negligence of Lessor.
Appears in 2 contracts
Samples: Purchase Agreement (Atlantic Coast Airlines Inc), Purchase Agreement (Atlantic Coast Airlines Inc)
Event of Default. The An "Event of Default" under this Convertible Senior Note means the occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and whether the reason for such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure shall be voluntary or involuntary or be effected by operation of law or pursuant to duly any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) nonpayment of any principal or interest installment when and punctually pay Rent as due hereunder which is not cured by USA within thirty (30) days after the due date; (ii) any other breach of the terms hereof which is not cured by USA within thirty (30) days after notice from Lender; (iii) the institution of any proceedings by or against USA under any law relating to bankruptcy, insolvency, reorganization or other payment hereunder; or
(b) Tenant shall become insolvent, form of debtor relief or shall take the benefit of any present or future insolvency statute, or shall make a general USA`s making an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, conservator or liquidator of other judicial representative for USA or any or substantially all of its propertyrespective properties, or the admission in writing by USA of its inability to pay its debts generally as they become due; or
or (civ) A petition any default by USA under any part agreement for borrowed money which default continues after expiration of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant applicable notice and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsgrace period, if any, provided in the agreement and which permits the holder thereof to accelerate the indebtedness due thereunder. Upon the occurrence of an Event of Default, the entire principal and any accrued interest due hereunder shall accelerate and become immediately due and payable without presentation, demand, protest or further demand or notice of any kind, all of which are expressly waived by USA, and Xxxxxx shall thereupon have all rights and remedies provided hereunder or otherwise available at law or in equity. The period of time commencing from the date of the occurrence of an Event of Default until the date such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed referred to imply that Tenant shall be entitled to additional notice as the "Default Period". During any Default Period, any late interest or cure rights with respect to such default other than as may be provided principal payments will accrue interest at a rate of 1% per month, cumulative and compounding until all accrued and unpaid principal and interest is paid in such other agreementfull.
Appears in 2 contracts
Samples: Convertible Senior Note (Usa Technologies Inc), Convertible Senior Note (Usa Technologies Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder:
" under this Agreement: (a) Tenant ASPI shall fail duly and punctually to pay Rentwhen due any principal, interest, fees or other amounts payable under or shall fail to observe or perform any obligation, duty or other covenant contained in this Agreement, or any representation or warranty of ASPI under any Loan Document or any exhibit hereto shall prove at any time to be incorrect in any significant respect (provided that ASPI shall be provided a ten (10) day grace period not more often than twice during any 12 month period with respect to the failure to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder); or
(b) Tenant ASPI shall be in default under the terms of any other material agreement, contract or instrument to which it shall be a party, which default shall have a material adverse impact on ASPI; (c) ASPI shall dissolve and wind-up its business affairs or shall otherwise discontinue or substantially wind down its business operations; shall become insolvent; shall suffer, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of or for itself or for any or substantially all of its property; or
shall generally fail to pay its debts as they become due or make a general a assignment for the benefit of creditors; shall file a voluntary petition in bankruptcy or seek a reorganization in order to effect a plan or other arrangement with creditors or seek any other relief under the insolvency or bankruptcy laws of any country, as amended (c) A petition under any part of the federal bankruptcy laws"Bankruptcy Law"), or an action under any present state law, whether now or future insolvency law or statute, hereafter in effect; shall be adjudicated bankrupt; or shall have entered against it any order for relief under the Bankruptcy Law or any such state law, or shall have filed against Tenant it, an involuntary petition pursuant to the Bankruptcy Law or any such state law, and in each such case the same shall not be dismissed or discharged within thirty sixty (3060) days after following the filing thereofentry of such order or filing; or
(d) There shall occur a Transfer without the prior approval any of the Cityagreements attached as exhibits hereto shall be in whole or in material part unenforceable; or
or (e) Tenant there shall voluntarily abandon, desert exist or vacate the Premises; or
(f) Any lien shall be filed against the Premises as occur any event or condition which impairs or is substantially likely to impair ASPI's ability to repay in a result of any act or omission of Tenant, prompt and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain timely fashion all principal and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant accrued interest under this Lease for any illegal purposeAgreement, or any purpose not approved by Director; or
(k) There shall occur and/or ASPI's ability to perform in a default under any other agreement between Tenant timely manner all duties and City, including obligations hereunder in strict accordance with the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementterms hereof.
Appears in 2 contracts
Samples: Credit Facility Agreement (Shopping Sherlock Inc), Credit Facility Agreement (Shopping Sherlock Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach events of this Lease and default (individually, an “Event of Default” hereunder:”):
(a) Tenant Aspen shall fail duly and punctually to pay Rent, or to make any other payment required hereunderdefault in the payment, when due or payable, of an obligation to Citypay interest or principal under this Note, and such failure shall continue beyond which default is not cured by payment in full of the amount due within ten (10) days from the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; oramount is due;
(b) Tenant Aspen shall become fail to comply in any way with any of the other terms, covenants or conditions contained in this Note, which default is not cured within ten (10) days from the date that the Holder notifies Aspen in writing of the occurrence of such default;
(c) Aspen shall commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or shall take the benefit of any present seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or future insolvency statuteother relief with respect to its debts, or seeking appointment of a receiver, custodian, trustee or other similar official for it or for all or any substantial part of its assets;
(d) There shall be commenced against Aspen any case, proceeding or other action which results in the entry of an order for relief or any such adjudication or appointment remains undismissed, undischarged or unbonded for a period of thirty (30) days;
(e) There shall be commenced against Aspen, any case proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within ten (10) days from the entry thereof;
(f) Aspen shall make a general an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or;
(g) Tenant Aspen shall fail to provide, maintain, increasebe unable to, or replaceshall admit in writing the inability to, the Deposit pay its debts as required hereinthey become due; or
(h) Tenant Aspen shall fail to obtain and maintain the insurance required hereundertake any action indicating its consent to, approval of, or provide copies acquiescence in, or in furtherance of, any of the policies or certificates to City as required hereinforegoing; or
(i) Tenant shall fail to keepthen, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeupon, or any purpose not approved by Director; or
(k) There shall occur a default under time thereafter during the continuance of, any other agreement between Tenant and Citysuch Event of Default, including the Other AgreementsHolder may declare the entire unpaid balance of this Note then outstanding, together with accrued interest thereon, if any, to be immediately due and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementpayable.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aspen Group, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and default (an “Event of Default” hereunder”) hereunder by Tenant:
(ai) The vacation or abandonment of the Premises by Tenant. Abandonment is herein defined to include, but is not limited to, any absence by Tenant shall fail duly and punctually to pay Rent, from the Premises for five (5) business days or longer.
(ii) The failure by Tenant to make any payment of rent or additional rent or any other payment required to be made by Tenant hereunder, as and when due due.
(iii) The failure by Tenant to Cityobserve or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, and such failure shall continue beyond the date other than as specified in a written notice of such default from Director, which date shall be no earlier than the third Section 23.1(a)(i) or (3rdii) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two above.
(21) defaults in the payment of Rent or other payment during the Term, thereafter The making by Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, ; (2) the filing by or file against Tenant of a voluntary petition in bankruptcy, to have Tenant adjudged a bankrupt or a petition for reorganization or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of relating to bankruptcy (unless, in the United States or of any state thereof, or consent to the appointment case of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be Tenant, the same is dismissed within thirty (30) days after days); (3) the filing thereof; or
(d) There shall occur appointment of a Transfer without the prior approval trustee or receiver to take possession of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against substantially all of Tenant’s assets located at the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth ’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (4) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease where such seizure is not discharged within thirty days.
(v) The making of any material misrepresentation or omission by Tenant or any successor in interest of Tenant in any materials delivered by or on behalf of Tenant to Landlord or Landlord’s lender pursuant to this Lease.
(vi) The occurrence of an Event of Default set forth in any of the foregoing clauses (iv) or (v) with respect to any guarantor of this Lease, if applicable.
(vii) At the option of Landlord, in its sole and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure absolute discretion, if Tenant occupies any other space in the Project (the “First NoticeOther Premises”, provided that the Premises and the Other Premises are both owned by Landlord at the time of the default), whether by lease, sublease or assignment (in any case, an “Occupancy Agreement”); , the occurrence of an Event of Default hereunder shall also be a default or if satisfaction event of default under the Occupancy Agreement and a default or event of default under such obligation requires activity over a period Occupancy Agreement shall be an Event of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orDefault hereunder.
(jviii) Any failure of Tenant shall use or give its permission to any person to use any portion guarantor of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(kto comply with the terms of Section 49(b) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereof.
Appears in 2 contracts
Samples: Office Lease (Rimini Street, Inc.), Office Lease (Rimini Street, Inc.)
Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder:
(ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal of, interest on or other payment during charges in respect of this Note, or any other note issued by the TermBorrower for the benefit of the Lender, thereafter Tenant as and when the same shall not be entitled tobecome due and payable;
(ii) Borrower shall fail to observe or perform any other material covenant, and City shall have no obligation to giveagreement or warranty contained in, notice or otherwise commit any breach or default of any further defaults in provision of this Note or any other agreement between the payment of Rent or other payment. In such event, there Borrower and the Lender;
(iii) There shall be deemed to occur an Event a breach of Default immediately upon Tenant’s failure to duly any of the representations and punctually pay Rent warranties set forth in this Note or other payment hereunderany transaction document executed contemporaneously herewith; or
(biv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any state of the foregoing.
(b) Upon the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note, with any unpaid interest thereof, or consent in full. In the event that full payment is not made upon the expiry of the five (5) day period, a default penalty equal to two percent (2%) of the appointment Face Amount per month during the period of Default (the "Default Penalty"). Lender may then, at its sole discretion declare the entire then outstanding Face Amount of this Note together with any unpaid interest and the Default Penalty immediately due and payable (a receiver"Default Declaration"), trusteein which event the Lender may, or liquidator of at its sole discretion take any or substantially all of its property; oraction it deems necessary to recover amounts due under this Note.
(c) A petition under any part Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the federal bankruptcy lawsNote, or an action under any present or future insolvency law or statuteinterest thereon and the Default Penalty, the Lender shall be filed against Tenant entitled to recover all of its costs, fees (including without limitation, reasonable attorney's fees and shall not be dismissed within thirty (30) days after disbursements), and expenses relating collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the filing thereof; orNote and any transaction document entered into contemporaneously herewith.
(d) There The failure of Lender to exercise any of its rights hereunder in any particular instance shall occur not constitute a Transfer without the prior approval waiver of the City; or
(e) Tenant shall voluntarily abandon, desert same or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant other right in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default Lender or any subsequent holder. Lender need not provide and Borrower hereby waives any presentment, demand, protest or other than as notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided in such other agreementcumulative.
Appears in 2 contracts
Samples: Demand Promissory Note (Terra Tech Corp.), Demand Promissory Note (Terra Tech Corp.)
Event of Default. The All Installments outstanding shall, at the option of Dental, become immediately due and payable upon the occurrence of any one or more of the following events (whether such occurrence shall constitute a breach be voluntary or involuntary or come about or be effected by operation of this Lease and law or otherwise) (individually an “"Event of Default” hereunder:"):
(a) Tenant shall fail duly and punctually if any creditor of DAA commences any foreclosure, levy, attachment or other action or proceeding to pay Rent, enforce or to make any other payment required hereunder, when due to Citycollect a judgment owed by DAA which is not contested in good faith, and such failure shall continue beyond action or proceeding is not terminated by DAA within fifteen (15) days through the date specified in a written notice satisfaction of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderunderlying judgment; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general if DAA makes an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under if any part of the federal bankruptcy lawsorder, judgment, or an action under any present decree is entered adjudicating DAA bankrupt or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereofinsolvent; or
(d) There shall occur if DAA petitions or applies to any tribunal for the appointment of a Transfer without the prior approval trustee, receiver, or liquidator of the CityDAA, or commences any proceedings relating to DAA under any bankruptcy, reorganization, insolvency, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; or
(e) Tenant shall voluntarily abandonif an order, desert judgment, or vacate decree is entered appointing any such trustee, receiver, or liquidator, or approving the Premisespetition in any such proceedings, and such order, judgment, or decree remains unstayed and in effect for more than 30 days; or
(f) Any lien shall be filed if any order, judgment, or decree is entered in any proceedings against DAA decreeing the Premises as a result dissolution of any act DAA and such order, judgment, or omission of Tenant, decree remains unstayed and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenanteffect for more than 30 days; or
(g) Tenant shall fail if DAA fails to provide, maintain, increase, pay any amount due under this Note within thirty (30) calendar days and one or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies Guarantors do not fulfill their obligations under the limited personal guarantees with regard to such amount due. DAA shall immediately notify Dental or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt Holder of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving occurrence of any Event of Default of the First Notice; or
Note described in subparagraphs (ja) Tenant shall use or give its permission to (f). Upon the occurrence of any person to use any portion Event of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeDefault, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein DAA's liability shall be deemed limited to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe value of the Sales Proceeds for the Shares for each Installment still outstanding.
Appears in 2 contracts
Samples: Merger Agreement (Dental Resources Inc), Asset Purchase Agreement (Dental Resources Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderDefault under this Agreement:
(a1) Tenant shall fail duly and punctually The Borrower fails to pay Rentmake any payment, when due, of principal or to interest under this Agreement or make any other payment required hereunder, when due to Cityany Bank, and any Arranger or the Agent under this Agreement or any other related agreement (regardless of whether such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two payment becomes due by acceleration or otherwise).
(2) defaults in The Borrower fails to perform or violate any condition, covenant, undertaking or obligation towards any Bank, any Arranger or the payment of Rent Agent stipulated under this Agreement, or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice performance of any further defaults in the payment of Rent such condition, undertaking, covenant or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant obligation hereunder shall become insolvent, invalid or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if anyillegal, and such default is not cured within 14 days after the occurrence thereof.
(3) The Borrower or any Subsidiary defaults in making payment of any sums under any other agreement with any Bank, any Arranger, the Agent or any third party; or the Borrower or any Subsidiary (whether as primary obligor or guarantor) encounters any event which accelerates or permits acceleration of the maturity of any debt obligations of the Borrower or any Subsidiary with any such creditors in an accumulated amount of NT$350,000,000 or more, or the equivalent thereof in another currency.
(4) Any representation or warranty made by the Borrower under this Agreement is found to be false or untrue when made or is reasonably deemed by the Majority Banks as having become false or untrue.
(5) The Borrower shall cease doing business as an ongoing concern; admit in writing its inability to pay its debts as they become due; file a petition in bankruptcy (or has any such petition filed against it); be adjudicated bankrupt or insolvent; file a petition (or has any such petition filed against it) seeking any reorganization, composition, liquidation, dissolution, delisting of shares of stock, suspension of trading or similar arrangement under any statute, law or regulation for the relief of debts; file an answer admitting the material allegations of a petition filed against it in any such proceeding; and cause material adverse changes to its financial conditions.
(6) The Borrower shall fail to maintain any of the financial ratios stipulated in Section 8.9 hereof.
(7) The Borrower or any Subsidiary shall fail to pay any tax in accordance with applicable laws and regulation, causing material impact on it business operation or financial condition, except if the Borrower or such Subsidiary has filed a petition therefor in accordance with applicable laws and regulations.
(8) The Borrower shall fail to provide such financial, business or accounting information as may be provided requested by the Agent pursuant to this Agreement, or shall fail to cooperate in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to the review or inspection of records by the Agent as requested.
(9) The Borrower or any Subsidiary shall cease its operations permanently or is ordered to cease its operations permanently, or its checks are dishonored, or has been blacklisted by the bills clearing house, which could adversely affect its ability to perform hereunder.
(10) Any government consent, licenses or approval required in connection with the operations of the Borrower or any Subsidiary is revoked or becomes expired which could adversely affect its ability to perform hereunder.
(11) Any engagement, covenant, or obligation of the Borrower hereunder may become invalid or unenforceable which could adversely affect its ability to perform hereunder.
(12) Any government or governmental authority nationalizes, takes custody or control over or otherwise expropriates all or a substantial part of the property or assets of the Borrower or any Subsidiary which, in the reasonable judgment of the Majority Banks, will cause material adverse impact on the operation of the Borrower or any Subsidiary.
(13) Any attachment, compulsory execution, disposal restriction or similar legal process is initiated against any assets of the Borrower or any Subsidiary, which will cause material impact on its business operation of financial condition and is not discharged within 14 days upon occurrence thereof.
(14) Any final judgement is rendered against the Borrower or any Subsidiary and the Borrower or such default Subsidiary shall fail to pay the same accordingly.
(15) The Borrower or any Subsidiary is subject to any material litigation, arbitration, or other than disputes, or is subject to any ruling or order issued by the court or competent authority against it which could adversely affect its ability to perform hereunder.
(16) There occurs a material adverse change in the business operations, financial condition or ability to perform of the Borrower or of the Borrower and the Subsidiaries as may a whole, or any material adverse change in the major shareholding or assets structure of the Borrower, which in the professional judgment of the Majority Banks, gives reasonable grounds for belief that the Borrower’s ability to perform the obligations hereunder or under any related agreement would be provided in such other agreementaffected.
Appears in 2 contracts
Samples: Syndicated Loan Agreement (Advanced Semiconductor Engineering Inc), Syndicated Loan Agreement (Advanced Semiconductor Engineering Inc)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant:
(a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunder, when due to City, and pay under this Lease where such failure shall continue beyond the date specified in continues for a period of five (5) Business Days after written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such noticehas been delivered by Landlord to Tenant. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Landlord’s notice to Tenant shall not be entitled to, and City shall have no obligation pursuant to give, notice of any further defaults in the payment of Rent or other payment. In such event, there this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161.
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under Failure to perform any other law covenant, condition or statute requirement of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and Lease when such failure shall continue for a period of more than three thirty (330) days after delivery by Director of a written notice thereof from Landlord to Tenant; provided that if the nature of the default is such failure that more than thirty (the “First Notice”); or if satisfaction 30) days are reasonably required for its cure, then an Event of such obligation requires activity over a period of time, Default shall not be deemed to have occurred if Tenant fails to shall commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty said thirty (12030) day period and thereafter diligently and continuously prosecute such cure to completion. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161.
(c) The abandonment of the Premises by Tenant.
(d) Tenant shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or Tenant shall make an assignment for the benefit of its creditors, consent to or acquiesce in the appointment of a receiver of itself or of the whole or any substantial part of the Premises.
(e) A court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver of Tenant or of the whole or any substantial part of the Premises and such order, judgment or decree shall not be vacated, set aside or stayed within sixty (60) days after the giving date of entry of such order, judgment, or decree, or a stay thereof shall be thereafter set aside.
(f) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the First Notice; or
(j) Tenant shall use federal or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, state government or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if anysubdivision of either now or hereafter in effect, and such default is order, judgment or decree shall not cured as may be provided in vacated, set aside or stayed within sixty (60) days from the date of entry of such agreement; providedorder, howeverjudgment or decree, that nothing herein or a stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.
Appears in 2 contracts
Samples: Commercial Lease (Jazz Pharmaceuticals PLC), Commercial Lease (Jazz Pharmaceuticals PLC)
Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder:
(ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal, interest on, or other payment during charges in respect of this Note, or any other note issued by the TermBorrower, thereafter Tenant as and when the same shall not be entitled tobecome due and payable;
(ii) Borrower shall fail to observe or perform any other material covenant, and City shall have no obligation to giveagreement or warranty contained in, notice or otherwise commit any breach or default of any further defaults in provision of this Note or any other agreement between the payment of Rent or other payment. In such event, there Borrower and the Lender;
(iii) There shall be deemed to occur an Event a breach of Default immediately upon Tenant’s failure to duly any of the representations and punctually pay Rent warranties set forth in this Note or other payment hereunderany transaction document executed contemporaneously herewith; or
(biv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any state of the foregoing.
(b) Upon the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note, with any unpaid interest thereof, or consent in full. In the event that full payment is not made upon the expiry of the five (5) day period, a default penalty equal to two percent (2%) of the appointment Face Amount per month during the period of Default (the “Default Penalty”). Lender may then, at its sole discretion declare the entire then outstanding Face Amount of this Note together with any unpaid interest and the Default Penalty immediately due and payable (a receiver“Default Declaration”), trusteein which event the Lender may, or liquidator of at its sole discretion take any or substantially all of its property; oraction it deems necessary to recover amounts due under this Note.
(c) A petition under any part Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the federal bankruptcy lawsNote, or an action under any present or future insolvency law or statuteinterest thereon and the Default Penalty, the Lender shall be filed against Tenant entitled to recover all of its costs, fees (including without limitation, reasonable attorney’s fees and shall not be dismissed within thirty (30) days after disbursements), and expenses relating collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the filing thereof; orNote and any transaction document entered into contemporaneously herewith.
(d) There The failure of Lender to exercise any of its rights hereunder in any particular instance shall occur not constitute a Transfer without the prior approval waiver of the City; or
(e) Tenant shall voluntarily abandon, desert same or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant other right in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default Lender or any subsequent holder. Lender need not provide and Borrower hereby waives any presentment, demand, protest or other than as notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided in such other agreementcumulative.
Appears in 2 contracts
Samples: Secured Promissory Note (Edible Garden AG Inc), Promissory Note (Terra Tech Corp.)
Event of Default. The occurrence of any one or more (a) Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderunder this Agreement:
(ai) Tenant shall fail duly and punctually to pay Rent, or The failure of a party to make any monetary payment to the other payment required hereunderto be made in accordance with the terms of this Agreement, when due which failure is not cured within ten (10) days after written notice from the non-defaulting party to Citythe defaulting party;
(ii) The failure of a party to perform any of its other material obligations under this Agreement, and such which failure shall continue beyond is not cured within thirty (30) days after the date specified in defaulting party receives a written notice of such default from Directorthe non-defaulting party; provided, which date shall however, that if the failure cannot reasonably be no earlier than cured within thirty (30) days, such longer time as may be reasonably necessary to cure such breach (but not to exceed one hundred twenty (120) days) provided the third (3rd) day after the effective date of defaulting party is diligently pursuing such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orcure;
(biii) Tenant shall become insolventIf any party applies for or consents to the appointment of a receiver, trustee or shall take the benefit liquidator with respect to itself or of any present or future insolvency statuteall of a substantial part of its assets, or shall make admits in writing its inability to pay its debts as they come due, makes a general assignment for the benefit of creditors, takes advantage of any insolvency law, or file files an answer admitting the material allegations of a petition filed against such party in any bankruptcy, reorganization or judgment or decree shall be entered by any court of competition jurisdiction, on the application of a creditor, adjudicating such party bankrupt or insolvent or approving a petition seeking reorganization of such party or appointing a receiver, trustee or liquidator of such party or a decree with respect to such party shall continue unstayed and in effect for any period of ninety (90) consecutive days;
(iv) The filing of a voluntary petition in bankruptcybankruptcy or insolvency or a petition for liquidation or reorganization under any bankruptcy law by a party, or a petition or answer seeking an arrangement for its reorganizationparty consenting to, acquiescing in, or the readjustment failing to timely controvert, an involuntary petition in bankruptcy, insolvency or an involuntary petition for liquidation or reorganization filed against it; or
(v) The filing against a party of its indebtedness under the federal bankruptcy laws, a petition seeking adjudication of a party as insolvent or under any other law seeking liquidation or statute of the United States reorganization or of any state thereof, or consent to the appointment of a receiver, trustee, trustee or liquidator of any all or substantially all a substantial part of its property; ora party’s assets, if such petition is not dismissed within ninety (90) days.
(cb) The following shall also constitute an Event of Default of Manager under this Agreement:
(i) A petition default or material breach by Casino Tenant under any part Section 14.1(a), (c), (d), (f), (h), (i) or (j) of the federal bankruptcy lawsCasino Lease, or an action by Manager under any present the Gaming Management Agreement, the Liquor Management Agreement or future insolvency law the IP License, in each case for which Owner (or statute, the Landlord with respect to the Casino Lease or the Casino Tenant with respect to the Gaming Management Agreement) exercises a remedy of termination.
(ii) Manager shall be filed against Tenant fail to maintain all necessary Approvals required by Governmental Authorities to operate the Resort and shall not be dismissed fail to cure such default within the earlier of (i) thirty (30) calendar days after written notice from Owner, and (ii) the filing thereof; orexpiration of the administrative cure period, if any, provided by the Governmental Authorities.
(diii) There shall occur a Transfer without From and after the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of TenantTakeover Date, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant as otherwise applicable, Manager shall fail to provide, maintain, increase, comply with the Gaming Act or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies any requirements of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Leaseany Governmental Authorities, and such failure shall continue for a result in the suspension (temporary or permanent) or impairment of the operation of the Resort (or any portion thereof), or fines in excess of (i) $100,000 per incident, or (ii) $250,000 in the aggregate over any period of more than three twelve consecutive months during the Term.
(3iv) Manager shall materially fail to comply with the IP License or otherwise comply with the terms of SECTION 9, and fail to cures such failure within ten (10) days after delivery by Director of a written notice from Owner.
(v) Manager shall misapply or misappropriate any funds whether from Resort operations, Owner or any reserve funds, and such misapplication or misappropriation is not cured by Manager within two (2) days after written notice from Owner.
(vi) Manager shall fail to furnish Owner with proof of such failure any insurance policy required to be maintained by Manager within ten (10) days after request from owner, but no later than the “First Notice”); or if satisfaction of such obligation requires activity over deadline established in Section 11.3.
(vii) Manager shall fail to timely deliver any estoppel certificate a period of time, if Tenant fails required by 20.13 and fail to commence the cure of such failure within three ten (310) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orwritten notice from Owner.
(jc) Tenant shall use or give its permission Upon the occurrence of an Event of Default (and a failure to any person to use any portion cure such Event of Airport or Default within the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsapplicable cure period, if any), and such default is not cured as or an event described in Section 15.2 or Section 16, the non-defaulting party shall have the right to terminate this Agreement. The right to terminate this Agreement may be exercised by written notice to the defaulting party and this Agreement shall terminate on either (1) the date expressly provided for in this Agreement; or (2) if not specified in this Agreement, the date mutually agreed upon by the Parties, which date shall in no event be sooner than ten (10) days, nor later than ninety (90) days, after the delivery of such agreementnotice; provided, however, that nothing herein such period may be extended by Owner to allow for a Transition Period, as described in Section 3.4.
(d) The right of termination set forth in the preceding sentence, if available, shall be deemed to imply in addition to, and not in lieu of, any other rights or remedies at law or in equity by reason of the occurrence of any such Event of Default, it being understood and agreed that Tenant the exercise of the remedy of termination shall not constitute an election of remedies and shall be entitled without prejudice to additional notice or cure rights with respect to such default other than as may be provided in any such other agreementrights or remedies otherwise available to the non-defaulting party.
Appears in 2 contracts
Samples: Resort Management Agreement, Resort Management Agreement (Bref Hr, LLC)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and default (an “"Event of Default” hereunder") hereunder by Tenant:
(ai) The vacation or abandonment of the Premises by Tenant. Abandonment is herein defined to include, but is not limited to, any absence by Tenant shall fail duly and punctually to pay Rent, from the Premises for five (5) business days or longer.
(ii) The failure by Tenant to make any payment of rent or additional rent or any other payment required to be made by Tenant hereunder, as and when due due.
(iii) The failure by Tenant to Cityobserve or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, and such failure shall continue beyond the date other than as specified in a written notice of such default from Director, which date shall be no earlier than the third Section 23.1(a)(i) or (3rdii) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two above.
(21) defaults in the payment of Rent or other payment during the Term, thereafter The making by Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, ; (2) the filing by or file against Tenant of a voluntary petition in bankruptcy, to have Tenant adjudged a bankrupt or a petition for reorganization or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of relating to bankruptcy (unless, in the United States or of any state thereof, or consent to the appointment case of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be Tenant, the same is dismissed within thirty (30) days after days); (3) the filing thereof; or
(d) There shall occur appointment of a Transfer without the prior approval trustee or receiver to take possession of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against substantially all of Tenant's assets located at the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth 's interest in this Lease, and such failure shall continue for a period of more than three where possession is not restored to Tenant within thirty (330) days after delivery by Director of a written notice of such failure (the “First Notice”)days; or (4) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where such seizure is not discharged within thirty days.
(v) The making of any material misrepresentation or omission by Tenant or any successor in interest of Tenant in any materials delivered by or on behalf of Tenant to Landlord or Landlord's lender pursuant to this Lease.
(vi) The occurrence of an Event of Default set forth in any of the foregoing clauses (iv) or (v) with respect to any guarantor of this Lease, if satisfaction applicable.
(vii) At the option of such obligation requires activity over a period of timeLandlord, in its sole and absolute discretion, if Tenant fails to commence occupies any other space in the cure of such failure within three Project (3) days after receipt the "Other Premises", provided that the Premises and the Other Premises are both owned by Landlord at the time of the First Noticedefault), whether by lease, sublease or thereafter fails to diligently prosecute assignment (in any case, an "Occupancy Agreement"), the occurrence of an Event of Default hereunder shall also be a default or event of default under the Occupancy Agreement and a default or event of default under such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving Occupancy Agreement shall be an Event of the First Notice; orDefault hereunder.
(jviii) Any failure of Tenant shall use or give its permission to any person to use any portion guarantor of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(kto comply with the terms of Section 49(b) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereof.
Appears in 2 contracts
Samples: Office Lease (GP Investments Acquisition Corp.), Office Lease (Bridge Capital Holdings)
Event of Default. The 4.1 If and whenever during the Licence Period:
(a) any or any part of the Licence Fee and/or Service Charge reserved by this Agreement and/or any other moneys to be paid pursuant to the terms and conditions herein or any part thereof shall be unpaid for seven (7) days after their due date (whether or not they shall have been formally demanded); or
(b) the Licensee shall at any time fail or neglect to perform or observe any of the covenants, conditions or agreements contained in this Agreement to be performed or observed by the Licensee; or
(c) any distress or execution shall be levied on the Licensee’s goods or any service of process or court notices shall be affixed onto any part of the Licenced Area; or
(d) the Licensee, being a company, shall be unable to pay its debts, or enters into liquidation either compulsory or voluntary (except for the purpose of amalgamation or reconstruction), or passes a resolution for its winding up, or makes a proposal to its creditors for a composition in satisfaction of its debts or a scheme of arrangement or a receiver, a receiver and manager or judicial manager or interim judicial manager is appointed; or
(e) the Licensee, being an individual, a sole-proprietorship or a partnership, shall be unable to pay or shall have no reasonable prospect of being able to pay his debts, or a bankruptcy petition shall be presented against him, or the Licensee makes a proposal to his creditors for a composition in satisfaction of his debts or a scheme of arrangement, or a receiver is appointed in respect of his property; or
(f) the Licensee shall have vacated or abandoned the Licenced Area before the expiration of the Licence Period, and/or any renewed term, as the case may be, which vacation of abandonment shall be deemed to include but not limited, to the failure by the Licensee to open for business on the Commencement Date or for a period of three (3) days in a year without the prior written consent of the Licensor, the Licensor shall be entitled to treat such vacation or abandonment as a repudiation for the Licence herein and to terminate this Agreement. Upon the occurrence of any one or more of the abovementioned events of default, it shall be lawful for the Licensor or any person duly authorised by the Licensor at any time for that purpose to enforce or do any one or more of the following events shall constitute remedies without being responsible or liable for any losses, damages, costs or expenses caused to the Licensee as a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice consequence of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; oraction:-
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Leaseserve a forfeiture notice upon the Licensee pursuant to Section 235 of the National Land Code 1965, and such failure it is hereby mutually agreed and deemed that a reasonable time in which to remedy the event of default and to be stipulated in any forfeiture notice shall continue for a period of more than three be fourteen (314) days after delivery by Director (if such event of a written notice default is capable to be remedied) except in case of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt non payment of the First Notice, or thereafter fails Licence Fee and/or Service Charge and/or any other moneys to diligently prosecute such cure, or fails be paid pursuant to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, terms and conditions herein or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.part thereof where seven
Appears in 2 contracts
Samples: Licensing Agreement, Licensing Agreement
Event of Default. The occurrence of any Any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s by the Customer under this Agreement and the Other Agreements:
(A) The failure to duly make timely payment of the Obligations or any part thereof when due and punctually pay Rent or other payment hereunder; orpayable;
(bB) Tenant Customer fails to comply with or observe any term, covenant or agreement contained in this Agreement;
(C) Any representation, warranty, statement, report or certificate made or delivered by or on behalf of Customer or any of its officers, employees or agents or by or on behalf of any Guarantor to IBM Credit was false in any material respect at the time when made or deemed made;
(D) The occurrence of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;
(E) Customer, any Subsidiary or any Guarantor shall generally not pay its debts as such debts become due, become or otherwise declare itself insolvent, or shall take the benefit of file a voluntary petition for bankruptcy protection, have filed against it any present or future insolvency statuteinvoluntary bankruptcy petition, or shall cease to do business as a going concern, make a general any assignment for the benefit of creditors, or file a voluntary petition in bankruptcycustodian, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, liquidator, administrator or liquidator person with similar powers shall be appointed for Customer, any Subsidiary or any Guarantor or any of its respective properties or have any of its respective properties seized or attached, or take any action to authorize, or for the purpose of effectuating, the foregoing, provided, however, that Customer, any Subsidiary or any Guarantor shall have a period of forty-five (45) days within which to discharge any involuntary petition for bankruptcy or similar proceeding;
(F) The use of any or substantially all of its property; orfunds borrowed from IBM Credit under this Agreement for any purpose other than as provided in this Agreement;
(cG) A petition under The entry of any part judgment against Customer or any Guarantor in an amount in excess of the federal bankruptcy laws$300,000 and such judgment is not satisfied, dismissed, stayed or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed superseded by bond within thirty (30) days after the filing thereof; or
day of entry thereof (d) There shall occur and in the event of a Transfer without the prior approval of the City; or
stay or supersedeas bond, such judgment is not discharged within thirty (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (2030) days after receipt termination of notice thereof any such stay or bond) or such judgment is not fully covered by Tenant; orinsurance as to which the insurance company has acknowledged its obligation to pay such judgment in full;
(gH) Tenant shall fail to provide, maintain, increaseThe dissolution or liquidation of Customer or any Guarantor, or replace, the Deposit as required herein; orCustomer or any Guarantor or its directors or stockholders shall take any action to dissolve or liquidate Customer or any Guarantor;
(hI) Tenant shall fail to obtain and maintain the insurance required hereunderAny "going concern" or like qualification or exception, or provide copies qualification arising out of the policies or certificates scope of an audit by an Auditor of his opinion relative to City as required herein; orany Financial Statement delivered to IBM Credit under this Agreement;
(iJ) Tenant shall fail There issues a warrant of distress for any rent or taxes with respect to keepany premises occupied by Customer in or upon which the Collateral, perform and observe each and every other promiseor any part thereof, covenant and agreement set forth in this Lease, may at any time be situated and such failure warrant shall continue for a period of ten (10) Business Days from the date such warrant is issued;
(K) Customer suspends business;
(L) The occurrence of any event or condition which enables the holder of any Indebtedness arising in one or more than three related or unrelated transactions, in aggregate principal amount exceeding $300,000 to accelerate the maturity thereof or the failure of Customer to pay when due any such Indebtedness;
(3M) days after delivery by Director Any guaranty of a written notice of such failure (the “First Notice”); any or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt all of the First NoticeCustomer's Obligations executed by any guarantor in favor of IBM Credit, shall at any time for any reason cease to be in full force and effect or thereafter fails shall be declared to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving be null and void by a court of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport competent jurisdiction or the Terminal Buildings used validity or enforceability thereof shall be contested or denied by Tenant under this Lease for any illegal purposesuch guarantor, or any purpose not approved by Director; orsuch guarantor shall deny that it has any further liability or obligation thereunder or any such guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty;
(kN) Customer is in default under the material terms of any of the Other Agreements after the expiration of any applicable cure periods;
(O) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights "reportable event" with respect to any Plan, or any Plan shall be subject to termination proceedings (whether voluntary or involuntary) and there shall result from such default other than "reportable event" or termination proceedings a liability of Customer to the PBGC which in the reasonable opinion of IBM Credit will have a Material Adverse Effect;
(P) Any "person" (as may be provided defined in such other agreementSection 13(d)(3) of the Securities Exchange Act of 1934, as amended) acquires a beneficial interest in 50% or more of the Voting Stock of Customer.
(Q) Robec, Inc. fails to execute and deliver to IBM Credit in form and substance satisfactory to IBM Credit, a collateralized guaranty guarantying the obligations of Customer to IBM Credit and execute any document or instrument that IBM Credit shall deem necessary or appropriate to perfect and maintain perfected IBM Credit's security interest in the assets of Robec, Inc. contemplated by the collateralized guaranty upon the earlier of (i) the acquisition of all of the outstanding shares of Robec, Inc. by an Affiliate, and (ii) June 30, 1995.
Appears in 2 contracts
Samples: Inventory and Working Capital Financing Agreement (Ameriquest Technologies Inc), Inventory and Working Capital Financing Agreement (Ameriquest Technologies Inc)
Event of Default. The As used herein, the term "Event of Default" means the occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:events.
(a) Tenant shall fail duly and punctually to pay RentExcept in an Event of Non-appropriation of funds as set forth in Section 7 of this Agreement, or the Authority fails to make any Lease Payment (or any other payment required hereunderpayment) as it becomes due in accordance with the terms of this Agreement and such failure continues for ten (10) days after the due date thereof.
(b) The Authority fails to perform or observe any other covenant, when due condition, or agreement to Citybe performed or observed by it hereunder or under this Agreement, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third is not cured within thirty (3rd30) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute days of the United States or Authority’s receipt of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; ornotice from Lessor.
(c) A petition The discovery by Lessor that any statement, representation, or warranty made by the Authority in this Agreement is false, misleading or erroneous in any material respect.
(d) Proceedings under any part of bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by the federal bankruptcy lawsAuthority, or an action under any present a receiver or future insolvency law or statute, similar officer shall be filed against Tenant appointed for the Authority or any of its property, and such proceedings or appointments shall not be dismissed vacated, or fully stayed, within thirty (30) days after the filing institution or occurrence thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or.
(e) Tenant shall voluntarily abandonAn attachment, desert levy or vacate execution is threatened or levied upon or against the Premises; orEquipment, and such attachment, levy or execution is not cured within thirty (30) days.
(f) Any lien shall be filed certificate, statement, representation, warranty, or financial statement heretofore or hereafter furnished pursuant to or in connection with this Agreement by or on behalf of the Authority is false in any material respect at the time as of which the facts therein set forth were stated or certified, or omits any substantial contingent or unliquidated liability or claim against the Premises as a result Authority or, upon the date of execution of this document or any act schedule, there shall have been any materially adverse change in any of the facts disclosed by any such certificate, statement, representation, or omission of Tenantwarranty, and which shall not be discharged have been disclosed in writing to Lessor at or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt prior to the time of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, execution of this document or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementschedule.
Appears in 2 contracts
Event of Default. The Notwithstanding any cure periods described below, Borrower shall immediately notify Lenders in writing when Borrower obtains knowledge of the occurrence of any default specified below. Regardless of whether Borrower has given the required notice, the occurrence of one or more of the following events shall will constitute a breach of this Lease and an “Event of Default” hereunderunder the Term Loan:
(a) Tenant shall fail duly and punctually Borrower or any Major Bank Subsidiary applies for, consents to pay Rentor acquiesces in the appointment of a receiver for itself, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond in the date specified in a written notice absence of such default from Directorapplication, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingconsent or acquiescence, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; ora receiver is appointed for Borrower;
(b) Tenant Any proceedings are commenced by or against Borrower or any Major Bank Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government, if such proceedings are instituted, Borrower or Bank by any action or failure to act indicates its approval of, consent to or acquiescence therein, or an order shall become insolventbe entered approving the petition in such proceedings and within ninety (90) days after the entry thereof such order is not vacated or stayed on appeal or otherwise, or shall take not otherwise have ceased to continue in effect;
(c) Borrower or any Major Bank Subsidiary applies for, consents to or acquiesces in the benefit appointment of any present a trustee, receiver or future insolvency statuteliquidator for itself under Chapter 7 or Chapter 11 of the United States Bankruptcy Code (the “Code Provisions”), or shall make in the absence of such application, consent or acquiescence, a general trustee, receiver or liquidator is appointed for Borrower under the Code Provisions, and is not discharged within ninety (90) days, or any bankruptcy, reorganization, debt arrangement or other proceeding or any dissolution or liquidation proceeding is instituted by or against Borrower under the Code Provisions, and if instituted, is consented or acquiesced in by it or remains for ninety (90) days undismissed, or if Borrower or Bank is enjoined, restrained or in any way prevented from conducting all or any material part of its business under the Code Provisions.
(d) Borrower or any Major Bank Subsidiary becomes insolvent or is unable to pay its debts as they mature; or makes an assignment for the benefit of creditors, creditors or file a voluntary petition admits in bankruptcy, writing its inability to pay its debts as they mature; or a petition or answer seeking an arrangement for its reorganization, or the readjustment suspends transaction of its indebtedness under the federal bankruptcy laws, usual business; or under any other law or statute of the United States or if a trustee of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any substantial part of the federal bankruptcy lawsassets of Borrower or Bank is applied for or appointed, and if appointed, Borrower or Bank by any action or failure to act indicates its approval of, consent to, or an action under any present acquiescence in such appointment, or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty ninety (3090) days after the filing thereof; or
(d) There such appointment, such appointment is not vacated or stayed on appeal or otherwise, or shall occur a Transfer without the prior approval of the City; ornot otherwise have ceased to continue in effect;
(e) Tenant shall voluntarily abandon, desert Borrower fails to pay any principal or vacate interest due on the Premises; orTerm Loan when due;
(f) Any lien shall be filed against the Premises as a result of Borrower fails to pay any act other fees, charges, costs or omission of Tenant, expenses under this Agreement and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and case such failure shall continue for a period of more than three thirty (330) days after delivery notice thereof is given by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails any Lender to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First NoticeBorrower; or
(jg) Tenant shall use Borrower fails to perform or give its permission to observe in any person to use material respect any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeagreement, term, provision, condition, or covenant (other than any purpose not approved by Director; or
(k) There shall occur a default under such failure that results in an Event of Default as expressly provided in any other clause of 0) required to be performed or observed by Borrower hereunder or other agreement between Tenant with or in favor of Lenders and City, including the Other Agreements, if any, and in each case such default failure shall continue for a period of thirty (30) days after notice thereof is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed given by any Lender to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementBorrower.
Appears in 2 contracts
Samples: Subordinated Loan Agreement, Subordinated Loan Agreement (First National Corp /Va/)
Event of Default. The occurrence of any one or more of the ---------------- following events (an "Event of Default"), shall constitute a default and breach of this Lease and an “Event of Default” hereunderby Tenant:
(a) The failure by Tenant shall fail duly and punctually to pay Rent, or to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due to Citydue, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure been cured within three (3) days after receipt of the First Noticewritten notice thereof from Landlord;
(b) Tenant's failure to perform any other term, covenant or thereafter fails condition contained in this Lease and such failure shall have continued for fifteen (15) days after written notice of such failure is given to diligently prosecute Tenant; provided that, where such curefailure cannot reasonably be cured within said fifteen (15) day period, or fails to actually cause Tenant shall not be in default if Tenant commences such cure within one hundred twenty said fifteen (12015) day period, and thereafter diligently continues to pursue all reasonable efforts to complete said cure until completion thereof;
(c) Tenant's failure to continuously and uninterruptedly provide security protection for the Premises reasonably satisfactory to Landlord;
(d) Tenant's assignment of its assets for the benefit of its creditors;
(e) The sequestration of, attachment of, or execution on, any substantial part of the property of Tenant or on any property essential to the conduct of Tenant's business on the Premises, and Tenant shall have failed to obtain a return or release on such property within sixty (60) days after the giving thereafter, or prior to sale pursuant to such sequestration, attachment or execution, whichever is earlier;
(f) An entry of any of the First Noticefollowing orders by a court having jurisdiction, and such order shall have continued for a period of sixty (60) days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or an order adjudicating Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Tenant's property in bankruptcy or any other proceeding; or (3) an order directing the winding up or liquidation of Tenant; or
(jg) The filing of a petition to commence against Tenant an involuntary proceeding under Title 11 of the United States Code, and Tenant shall use or give its permission fail to any person cause such petition to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
be dismissed within sixty (k60) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementdays thereafter.
Appears in 2 contracts
Samples: Sublease (Covad Communications Group Inc), Sublease (Covad Communications Group Inc)
Event of Default. The occurrence of any one or more of the following events shall will constitute a breach of this Lease and an “Event of Default” hereunder:on the part of Tenant.
(a) Tenant shall fail duly and punctually Failure to pay any installment of Annual Basic Rent, any Additional Rent or to make any other payment sum required hereunderto be paid by Tenant under this Lease, when due to Citydue, and such which failure shall continue beyond the date specified in a is not cured within fifteen (15) days after written notice thereof by Landlord to Tenant;
(b) Failure to perform any of such default from Director, the other covenants or conditions which date shall be no earlier than the third Tenant is required to observe and perform (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults except failure in the payment of Annual Basic Rent, Additional Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth monetary obligation contained in this Lease, ) and such failure shall continue for thirty (30) days (or such shorter period of time as may reasonably be specified by Landlord in the event of an emergency) after written notice thereof by Landlord to Tenant, provided that if such default is other than the payment of money and cannot be cured within such thirty (30) day period, then an Event of Default shall not have occurred if Tenant, within such thirty (30) day period, commences curing of such failure and diligently in good faith prosecutes the same to completion and furnishes evidence thereof to Landlord within ninety (90) days thereafter;
(c) If any warranty, representation or statement made by Tenant to Landlord in connection with this Lease is or was materially false or misleading when made or furnished;
(d) The levy of a writ of attachment or execution or other judicial seizure of substantially all of Tenant’s assets or its interest in this Lease, such attachment, execution or other seizure remaining undismissed or discharged for a period of more than three sixty (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (12060) days after the giving levy thereof;
(e) The filing of any petition by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant’s debts or obligations, which petition is not discharged within sixty (60) days after the First Notice; ordate of filing;
(f) The filing of any petition or other action taken to reorganize or modify Tenant’s capital structure, which petition is not discharged within sixty (60) days after the date of filing;
(g) If Tenant shall be declared insolvent according to law;
(h) A general assignment by Tenant for the benefit of creditors;
(i) The appointment of a receiver or trustee for Tenant or all or any of their respective property, which appointment is not discharged within sixty (60) days after the date of filing;
(j) The filing by Tenant shall use of a voluntary petition pursuant to the Bankruptcy Code or give its permission to any person to use any portion of Airport successor thereto or the Terminal Buildings used by filing of an involuntary petition against Tenant under this Lease for any illegal purpose, pursuant to the Bankruptcy Code or any purpose successor legislation, which petition is not approved by Directordischarged within forty-five (45) days after the date of filing; or
(k) There shall occur a default The occurrence of an Event of Default under any the other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementprovisions of this Lease.
Appears in 2 contracts
Samples: Office Lease (SenesTech, Inc.), Office Lease (SenesTech, Inc.)
Event of Default. The occurrence During the existence and continuance of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually , issuance by Administrative Agent on behalf of Secured Parties of a receipt to any Person obligated to pay Rentany Capital Contribution to any Credit Party shall be a full and complete release, or to make any other payment required hereunder, when due to Citydischarge, and acquittance to such failure shall continue beyond Person to the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice extent of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed amount so paid to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment Administrative Agent for the benefit of creditorsSecured Parties, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and so long as such amount shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Transfer without the prior approval trustee, receiver or any other Person under any bankruptcy act or code, state or federal law, common law or equitable doctrine. Administrative Agent, on behalf of the City; or
(e) Tenant shall voluntarily abandonSecured Parties, desert is hereby authorized and empowered, during the existence of and continuance of an Event of Default, on behalf of any Credit Party, to endorse the name of any Credit Party upon any check, draft, instrument, receipt, instruction, or vacate other document, agreement or item, including, but not limited to, all items evidencing payment of a Capital Contribution of any Person to any Credit Party coming into Administrative Agent’s or any Lender’s possession, and to receive and apply the Premises; or
(f) Any lien proceeds therefrom in accordance with the terms hereof. Administrative Agent on behalf of Secured Parties is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Credit Party, either before or after demand of payment on the Obligations but only during the existence and continuance of an Event of Default, as shall be filed against deemed by Administrative Agent to be necessary or advisable, in the Premises as a result sole discretion, reasonably exercised, of any act Administrative Agent, to preserve the security interests and Liens in the Capital Commitments or omission to secure the repayment of Tenantthe Obligations, and neither Administrative Agent nor Secured Parties shall not incur any liability, in the absence of gross negligence or willful misconduct, in connection with or arising from its exercise of such power of attorney. The application by Secured Parties of such funds shall, unless Administrative Agent shall agree otherwise in writing, be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit same as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSection 3.4.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Acadia Realty Trust), Revolving Credit Agreement (Acadia Realty Trust)
Event of Default. 4.1 The occurrence of any one or more of the following events shall constitute a breach an event of this Lease and default (each an “Event of Default” hereunder”) under this Loan Agreement:
(a) Tenant shall fail duly and punctually The Purchaser fails to pay Rent, or on the due date any amount payable by it under this Agreement to make any other payment required hereunder, when due the Sellers unless:
(i) the Purchaser’s uses its right to City, and such failure shall continue beyond the date specified Change of Repayment Date in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderaccordance with Section 3.5; or
(ii) payment is made within ten (10) banking days of the due date;
(b) Tenant shall the Purchaser has become insolventinsolvent or a liquidator, administrator, receiver or shall take the benefit of any present similar officer is sought to be appointed or future insolvency statute, or shall make a general assignment appointed for the benefit of creditors, Purchaser or file for a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all substantial part of its property; or, or bankruptcy, reorganisation or other insolvency proceedings or other action for the relief of debtors have been instituted by or against the Purchaser. This sub-clause (b) shall not apply to any winding-up process which is frivolous or vexations.
(c) A petition under the Purchaser has failed to pay when due any part financial indebtedness from bank or other financial institution non-trade lender or investor, unless payment is made within ten (10) banking days from the due date (or another period of time agreed between the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant Purchaser and shall not be dismissed within thirty (30) days after the filing thereof; orrelevant institution).
(d) There shall occur is commenced against Purchaser in Finland any case, proceeding or action seeking attachment, execution or similar process against all or a Transfer without the prior approval substantial part of the City; orassets of Purchaser.
(e) Tenant 4.2 At any time after an Event of Default has occurred and for as long such Event of Default has not been waived or remedied, the Sellers may declare that all parts of the Loan Amount, together with ant accrued interest and other amounts outstanding under this Agreement be immediately due and payable, whereupon they shall voluntarily abandonbecome immediately due and payable. In addition, desert Sellers may file suit or vacate exercise any other right or remedy provided in law or in equity in connection with a breach or default of this Agreement. Upon an Event of Default, in addition to interest accruing on the Premises; or
(f) Any lien Loan Amount hereunder, the Purchaser shall be filed against liable for reasonable and documented attorneys’ fees and costs incurred by the Premises as a result Sellers in enforcing this Agreement and collecting amounts due and payable hereunder. The failure by Sellers to exercise any right or remedy with respect to the declaration of any act default or omission Event of Tenant, and Default shall not be discharged deemed or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail construed to provide, maintain, increaseconstitute a waiver by, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to preclude Sellers from exercising any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights right with respect to such default other than as may be provided in such other agreementor Event of Default at a later date or with respect to any subsequent default or Event of Default by Purchaser.
Appears in 2 contracts
Samples: Sale of Assets Agreement, Sale of Assets Agreement (Planar Systems Inc)
Event of Default. The occurrence of any Tenant shall not be deemed to be in default hereunder unless one or more of the following events shall constitute a breach of this Lease and an (“Event of Default” hereunder”) shall have occurred:
(aA) Failure on the part of Tenant shall fail duly and punctually to pay Rent, the Rent or to make any other payment required hereunder, sum of money called for herein when due and the Grace Period has expired;
(B) Failure on the part of Tenant to Cityobserve or perform any other covenant, agreement or undertaking of the Tenant contained in this Lease, and the continuation of such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after notice from Landlord, and if such default cannot reasonably be cured within such thirty (30) day period, Tenant shall not be in default hereunder if Tenant commences to cure within such thirty (30) day period and prosecutes the filing thereof; orcure to completion in good faith and with due diligence, provided that in no event shall Tenant be entitled more than ninety (90) days to cure any default under this Lease;
(dC) There If Tenant shall occur file a Transfer without voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or in any action or proceeding shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state bankruptcy, reorganization or debt reduction law, or shall seek or consent to or acquiesce in the prior approval appointment of the Cityany trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant’s property; orand
(eD) Tenant shall voluntarily abandon, desert or vacate If within 60 days after the Premises; or
(f) Any lien shall be filed against the Premises as a result commencement of any act proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or omission similar relief under any present or future federal or state law, such proceeding shall not have been dismissed; or if, within 60 days after the appointment, without consent or acquiescence of Tenant, and of any trustee, receiver or liquidator of Tenant or of all or substantially all of Tenant’s property, such appointment shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”)have been vacated; or if satisfaction of such obligation requires activity over a period of timeif, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) 60 days after the giving expiration of the First Notice; or
(j) Tenant any such stay, such appointment shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhave been vacated.
Appears in 2 contracts
Samples: Lease Agreement (Community Heritage Financial, Inc.), Lease Agreement (Community Heritage Financial, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant:
(a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunderto pay under this Lease where such failure continues for a period of three (3) Business Days after written notice of default from Landlord to Tenant. Landlord’s notice to Tenant pursuant to this subsection shall be deemed to be the notice required under California Code of Civil Procedure Section 1161.
(b) Failure to perform any other covenant, condition or requirement of this Lease when due to City, and such failure shall continue beyond the date specified in for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of the default is such default from Directorthat more than thirty (30) days are reasonably required for its cure, which date shall be no earlier than the third (3rd) day after the effective date then an Event of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Default shall not be entitled to, deemed to have occurred if Tenant shall commence such cure within said thirty (30) day period and City shall have no obligation thereafter diligently and continuously prosecute such cure to give, completion. Landlord’s notice of any further defaults in the payment of Rent or other payment. In such event, there to Tenant pursuant to this subsection shall be deemed to occur an Event be the notice required under California Code of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orCivil Procedure Section 1161.
(bc) The abandonment or vacating for more than one (1) month of the Premises by Tenant.
(d) Tenant shall admit in writing its inability to pay its debts generally as they become insolventdue, file a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law or statute of any government or any subdivision thereof either now or hereafter in effect, or shall take the benefit of any present or future insolvency statute, or Tenant shall make a general an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to or acquiesce in the appointment of a receiver, trustee, receiver of itself or liquidator of the whole or any or substantially all of its property; or
(c) A petition under any substantial part of the federal bankruptcy lawsPremises.
(e) A court of competent jurisdiction shall enter an order, judgment or an action under decree appointing a receiver of Tenant or of the whole or any present substantial part of the Premises and such order, judgment or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after the filing thereof; or
(d) There date of entry of such order, judgment, or decree, or a stay thereof shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; orbe thereafter set aside.
(f) Any lien A court of competent jurisdiction shall be enter an order, judgment or decree approving a petition filed against Tenant under any bankruptcy, insolvency, reorganization, dissolution or liquidation law or statute of the Premises as a result federal or state government or any subdivision of any act either now or omission of Tenanthereafter in effect, and such order, judgment or decree shall not be discharged vacated, set aside or contested by Tenant in good faith by proper legal proceedings stayed within twenty thirty (2030) days after receipt from the date of notice thereof by Tenant; or
(g) Tenant shall fail to provideentry of such order, maintain, increasejudgment or decree, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein stay thereof shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter set aside.
Appears in 1 contract
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and be an “Event of Default” or “Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment installment of Rent or other payment during any part thereof within thirty (30) business days after receipt of written notice from Landlord that Tenant has failed to pay such installment once the Term, thereafter Tenant shall not be entitled to, same has become due and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In payable and remains unpaid following such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orthirty (30) business day period;
(b) Subject to Force Majeure, Tenant’s determination that operation of the Premises is not economically feasible, or except during Tenant’s construction, alteration or repair of improvements on the Premises, Tenant shall fail, for a period of sixty (60) consecutive business days following receipt of notice from Landlord, to use the Premises for agreed upon activities;
(c) Tenant is generally not paying its debts as such debts become insolvent, due or shall take the benefit admit, in writing, that it is unable to pay its debts as such debts become due;
(d) Except as contemplated pursuant to Section 6.01 of any present or future insolvency statutethis Lease, or Tenant shall make a general an assignment for the benefit of creditors, or ;
(e) Tenant shall file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Title 11 of the United States Code or of if such petition is filed against Tenant and an order for relief is entered, or Tenant shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy code or any other present or future applicable federal, state thereofor other statute or law, or shall seek or consent to or acquiesce in or suffer the appointment of a any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the Premises or any interest of Tenant therein;
(f) If within one hundred twenty (120) days after the commencement of any proceeding against tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within one hundred twenty (120) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver, custodian, assignee, sequestrator, or liquidator of Tenant or of all or any or substantially all substantial part of its property; or
(c) A petition under any part properties or of the federal bankruptcy lawsPremises or any interest of Tenant therein, such appointment shall not have been vacated or stayed on appeal or otherwise, or an action under any present or future insolvency law or statuteif, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result expiration of any act or omission of Tenantsuch stay, and such appointment shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orhave been vacated;
(g) If any material representation made herein by Tenant shall fail proves to provide, maintain, increase, be false or replace, incorrect as of the Deposit as required hereindate when made; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, observe or provide copies perform one or more of the policies other terms, conditions, covenants or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in agreements of this Lease, Lease and such failure is material and shall continue for a period of more than three thirty (330) days after delivery by Director of a written notice of thereof by Landlord to Tenant specifying such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of unless such failure within three (3) days after receipt of the First Noticerequires work to be performed, acts to be done, or thereafter fails conditions to diligently prosecute be removed which cannot by their nature reasonably be performed, done or removed, as the case may be, within such curethirty (30) day period, or fails to actually cause such cure within one hundred twenty (120) days after the giving in which case no Event of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein Default shall be deemed to imply that exist as long as Tenant shall be entitled have commenced curing the same within such thirty (30) day period and shall diligently and continuously prosecute the same to additional notice or cure rights with respect to such default other than as may be provided in such other agreementcompletion).
Appears in 1 contract
Event of Default. The This Note shall become immediately due and payable, and the outstanding obligations under this Note shall accrue interest pursuant to Section 2, upon the occurrence and during the continuance of an Event of Default, whereupon (a) the obligations hereunder shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Maker and Guarantor, and (b) Payee may proceed to enforce all other rights and remedies available to Payee, whether under this Note, applicable law or otherwise, including the taking possession of any or all of the Collateral wherever it may be found and exercising any rights and remedies that may be available to Payee in respect of the Collateral. For purposes of this Note, an “Event of Default” shall mean the occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
events: (ai) Tenant shall fail duly and punctually to pay Rent, or the failure by Maker to make any payment of principal, interest or any other payment required hereunder, amount payable hereunder when due to Cityunder this Note; (ii) the material breach of any representation, and such failure shall continue beyond warranty, agreement, covenant or other obligation of or made by Maker or Guarantor under this Note which is not cured within [**] ([**]) days after receipt by the date specified in a breaching party of written notice of such default breach from DirectorPayee; (iii) the filing of a petition by or against Maker or any Subsidiary thereof or Guarantor under any provision of applicable bankruptcy or similar law which is not dismissed within [**] ([**]) days after filing; or appointment of a receiver, trustee, custodian or liquidator of or for all or any part of the assets or property of Maker or any Subsidiary thereof or Guarantor which date shall be no earlier than is not vacated within [**] ([**]) days after appointment; or the third insolvency (3rdi.e., the inability to pay its obligations when due) day after of Maker or any Subsidiary thereof or Guarantor; or the effective date making of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditorscreditors by Maker or any Subsidiary thereof or Guarantor; (iv) the winding up, liquidation or file a voluntary petition in bankruptcy, dissolution of Maker or a petition or answer seeking an arrangement for its reorganization, or Guarantor; (v) the readjustment occurrence of its indebtedness under (A) the federal bankruptcy laws, or under any other law or statute of the United States or initial public offering of any state thereofof Maker’s or its Subsidiaries’ or Guarantor’s equity securities, (B) the sale or consent to the appointment of transfer (including a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises transfer occurring as a result of any act an exchange offer, gift, sale or omission of Tenant, and shall not be discharged merger or contested by Tenant consolidation) in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, one or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period more related transactions of more than three fifty percent (350%) days after delivery by Director of Maker’s or Guarantor’s issued and outstanding voting securities, (C) the sale or transfer of all or a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt majority of the First Noticeassets of Maker and its Subsidiaries (taken as a whole) to any Person or group (other than a Person owned by the existing equity holders of Maker), or thereafter fails (D) the sale or transfer of all or a majority of the assets of Guarantor and its Subsidiaries (taken as a whole) to diligently prosecute such cureany Person or group (other than a Person owned by the existing equity holders of Gurantor), or fails (vi) (A) a default occurs (after notice and opportunity to actually cause cure as permitted by such cure within one hundred twenty (120debt instrument) days after in the giving due observance or performance of any covenant, condition or agreement on the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion part of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, Maker or any purpose not approved by Director; or
(k) There shall occur a default of its Subsidiaries or Guarantor under any other agreement between Tenant Indebtedness and City, including the Other Agreements, if any, and (B) such default permits the holder thereof to accelerate such Indebtedness. Time is not cured as may be provided of the essence in such agreement; provided, however, that nothing herein the performance of the obligations imposed by this Note. Maker or Guarantor shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided notify Payee in such other agreementwriting promptly (but in any event within two (2) Business Days) after the occurrence of an Event of Default.
Appears in 1 contract
Samples: Subscription and Stock Purchase Agreement (OncoCyte Corp)
Event of Default. The occurrence During the existence and continuation of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually , issuance by the Administrative Agent on behalf of the Lenders of a receipt to any Person obligated to pay Rentany Capital Contribution to any Borrower shall be a full and complete release, or to make any other payment required hereunder, when due to Citydischarge, and acquittance to such failure shall continue beyond Person to the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice extent of any further defaults in amount so paid to the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment Administrative Agent for the benefit of creditorsthe Lenders, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and so long as such amount shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Transfer without the prior approval trustee, receiver or any other Person under any bankruptcy act or code, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the City; or
(e) Tenant shall voluntarily abandonLenders, desert is hereby authorized and empowered, during the existence and continuation of an Event of Default, on behalf of any Loan Party to endorse the name of any Loan Party upon any check, draft, instrument, receipt, instruction, or vacate other document, agreement or item, including, but not limited to, any item evidencing payment upon a Capital Contribution of any Person to any Loan Party coming into the Premises; or
(f) Any lien Administrative Agent’s or any Lender’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. The Administrative Agent on behalf of the Lenders is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of each Loan Party either before or after demand of payment on the Obligations but only during the existence and continuation of an Event of Default, as shall be filed against deemed by the Premises as a result Administrative Agent to be necessary or advisable, in the sole discretion, reasonably exercised, of any act the Administrative Agent, to preserve the security interests and Liens in the Capital Commitments or omission to secure the repayment of Tenantthe Obligations, and neither the Administrative Agent nor the Lenders shall not incur any liability, in the absence of gross negligence or willful misconduct, in connection with or arising from its exercise of such power of attorney. The application by the Lenders of such funds shall, unless Required Lenders shall agree otherwise in writing, be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit same as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSection 3.04.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder:
" under this Agreement: (a) Tenant the Company shall fail duly and punctually to pay Rentwhen due any principal, interest, fees or other amounts payable under or shall fail to observe or perform any obligation, duty or other covenant contained in this Agreement, or any representation or warranty of the Company under any Loan Document or any exhibit hereto shall prove at any time to be incorrect in any significant respect (provided that the Company shall be provided a ten (10) day grace period not more often than twice during any 12 month period with respect to the failure to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder); or
(b) Tenant the Company shall be in default under the terms of any other material agreement, contract or instrument to which it shall be a party, which default shall have a material adverse impact on the Company; (c) the Company shall dissolve and wind-up its business affairs or shall otherwise discontinue or substantially wind down its business operations; shall become insolvent; shall suffer, consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of or for itself or for any of its property; shall take the benefit of any present generally fail to pay its debts as they become due or future insolvency statute, or shall make a general assignment for the benefit of creditors, or ; shall file a voluntary petition in bankruptcybankruptcy or seek a reorganization in order to effect a plan or other arrangement with creditors or seek any other relief under the insolvency or bankruptcy laws of any country, as amended (the "Bankruptcy Law"), or a petition any state law, whether now or answer seeking an arrangement hereafter in effect; shall be adjudicated bankrupt; or shall have entered against it any order for its reorganizationrelief under the Bankruptcy Law or any such state law, or the readjustment of its indebtedness under the federal bankruptcy lawsshall have filed against it, or under any other law or statute of the United States or of any state thereof, or consent an involuntary petition pursuant to the appointment of a receiverBankruptcy Law or any such state law, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of and in each such case the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and same shall not be dismissed or discharged within thirty sixty (3060) days after following the filing thereofentry of such order or filing; or
(d) There shall occur a Transfer without the prior approval any of the Cityagreements attached as exhibits hereto shall be in whole or in material part unenforceable; or
or (e) Tenant there shall voluntarily abandon, desert exist or vacate occur any event or condition which impairs or is substantially likely to impair the Premises; or
(f) Any lien shall be filed against the Premises as Company's ability to repay in a result of any act or omission of Tenant, prompt and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain timely fashion all principal and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant accrued interest under this Lease for any illegal purposeAgreement, or any purpose not approved by Director; or
(k) There shall occur and/or the Company's ability to perform in a default under any other agreement between Tenant timely manner all duties and City, including obligations hereunder in strict accordance with the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementterms hereof.
Appears in 1 contract
Samples: Credit Facility Agreement (Resource Finance & Investment LTD)
Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
(i) Any default in the payment of the principal of, interest on or other charges in respect of this Lease Note or the Original Note, as and an “Event of Default” hereunder:when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);
(aii) Tenant The Borrower or AdMax shall fail duly and punctually to pay Rentobserve or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Note, the Original Note or any Loan Document to make any other payment required hereunder, when due to Citywhich it is a party, and such failure or breach shall continue beyond to exist for a period of 10 days following delivery of Holder's written notice to Borrower of such failure or breach (unless the underlying breach or default was subject to notice and an opportunity to cure under the Loan Documents in which case no additional notice or cure period shall be afforded);
(iii) The Borrower or AdMax, shall commence, or there shall be commenced against the Borrower or AdMax any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower or AdMax commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or AdMax or there is commenced against the Borrower or AdMax any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 60 days; or the Borrower or AdMax is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower or AdMax suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Borrower or AdMax makes a general assignment for the benefit of creditors; or the Borrower or AdMax shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Borrower or AdMax for the purpose of effecting any of the foregoing; or
(iv) The Borrower or AdMax shall default (subject to all applicable cure periods) in any of its secured obligations under any other note or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any leasing or factoring arrangement of the Borrower, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date specified on which it would otherwise become due and payable, then, in any such event, a written default by Borrower shall be deemed to occur under this Note, which, unless such default is cured (in the case of clause (i) or (ii) of this paragraph (a) only) by Borrower within five business days from delivery of notice (an "Event of Default Notice") to Borrower of such default from Directordefault, which date shall be no earlier than deemed, for the third purposes of this Note, to be an "Event of Default."
(3rdb) day after Following and during continuation of an uncured Event of Default, the Interest Rate shall increase to 24.99% per annum immediately following such Event of Default; provided, that the Interest Rate shall thereafter automatically revert back to the prior Interest Rate upon all Events of Default being cured to the satisfaction of Lender, effective on the date of that Lender accepts such noticecure. Notwithstanding the foregoing, in the event there occurs two (2) defaults in Borrower fails to pay all amounts due hereunder on or before the payment Maturity Date, beginning on the day after the Maturity Date, the OID Amount and the Face Amount of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there this Note payable by Borrower shall be deemed to occur increased pro rata for each month or fraction thereof after the Maturity Date that this Note remains unpaid. Upon the occurrence of an Event of Default immediately upon Tenant’s hereunder, the entire Face Amount of this Note together with any accrued but unpaid interest shall automatically become due and payable. The failure of the Lender to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of exercise any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under rights hereunder in any other law or statute particular instance shall not constitute a waiver of the United States same or of any state thereof, other right in that or consent any subsequent instance with respect to the appointment of a receiverLender or any subsequent holder. The Lender need not provide and the Borrower hereby waives any presentment, trusteedemand, protest or liquidator other notice of any or substantially kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its property; or
(c) A petition rights and remedies hereunder and all other remedies available to it under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementapplicable law.
Appears in 1 contract
Event of Default. The occurrence of any one or more Each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly under this Agreement and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Loan Documents (herein called an "Event of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orDefault"):
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant a. The Borrower shall fail to provide, maintain, increase, pay any or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies indebtedness arising out of this Agreement or certificates to City as required herein; Loan Documents (the "Obligations") when due or
(i) Tenant shall fail to keep, perform and observe each and every other promiseif payable on demand, covenant and agreement set forth in this Lease, on demand and such failure shall continue for a period of more than three five (35) days after delivery by Director of a written notice of such failure (payment becomes due; or
b. The Borrower shall fail to observe or perform any covenant or agreement binding on the “First Notice”); Borrower under this Agreement or if satisfaction of such obligation requires activity over under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between the Borrower and the Lender, or under the Loan Documents for a period of time, if Tenant fails to commence the cure of such failure within three thirty (330) days after receipt for any default which can be reasonably cured within thirty (30) days and a reasonable period of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such time for a default not reasonably capable of cure within one hundred twenty thirty (12030) days after days, provided the giving Borrower diligently commences and continues a course of action acceptable to the First NoticeLender to so cure; or
c. The Borrower shall make any representations or warranties in this Agreement or in any such other assignment, conveyance, instrument, agreement, financial statements, reports or certificates heretofore or at any time hereafter submitted by or on behalf of the Borrower to the Lender, and such representations or warranties, shall prove to have been false or materially misleading when made; or
d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of the Borrower (jother than the Obligations) Tenant shall use or give its permission to any person to use any portion of Airport be demanded, or the Terminal Buildings used by Tenant under this Lease for maturity of any illegal purposesubstantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of the Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose not approved by Directorindebtedness shall be deemed substantial if it exceeds $500,000; or
(k) There e. The Borrower shall occur become insolvent or shall commit an act of bankruptcy under the United States Bankruptcy Act, or shall file or have filed against it, voluntarily or involuntarily, a default petition in bankruptcy or for reorganization or for the adoption of an arrangement or plan under the United States Bankruptcy Act or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other agreement between Tenant and City, including statute or law providing for the Other Agreements, if any, modification or adjustment of the rights of creditors and such default petition, receiver, act, process or proceeding shall not be dismissed or discharged within ninety (90) days; or
f. A garnishment summons or writ of attachment for an amount in excess of $500,000 shall have been issued against or served upon the Lender for the attachment of any property of the Borrower in the Lender's possession or any indebtedness owing the Borrower; or
g. The Borrower shall have been dissolved, whether voluntarily or by operation of law; or h. Any of Borrower's licenses required under the gaming laws of Nevada, New Jersey or any other jurisdiction in which any of the Collateral is not cured as may be provided in such agreement; providedlocated is revoked or rescinded, howeverlapses, that nothing herein shall be deemed or is otherwise no longer maintained by or available to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe Borrower.
Appears in 1 contract
Event of Default. The occurrence happening of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”:
(a) Tenant shall fail duly and punctually to pay Rent, when due Rent or to make any other payment required hereunder, when amounts due to City, hereunder and such failure default shall continue beyond the date specified in a for five (5) business days after receipt of written notice of such default from DirectorLandlord; provided, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoinghowever, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter that Tenant shall not be entitled toto more than two (2) notices of a delinquency in a monetary obligation during any Lease Year, and City shall have no obligation to give, notice of if thereafter any further defaults in the payment of Rent rent or other payment. In such eventamount owing hereunder is not paid when due, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure shall be considered to duly and punctually pay Rent or other payment hereunder; orhave occurred even though no notice thereof is given;
(b) Tenant shall become insolventabandon the Premises;
(c) This Lease or the interest of Tenant shall be transferred to or shall pass to any other person or party except in accordance with Section 11;
(d) This Lease or the Premises (or any part) shall be taken by execution or other process directed against Tenant, or shall take the benefit be taken by any attachment by any creditor of or claimant against Tenant and is not be discharged or disposed of within 15 days after its levy;
(e) The filing of any present petition or future the commencement of any case or proceeding by the Tenant under any provision or chapter of any federal or state bankruptcy law or any other federal or state law relating to insolvency statuteor reorganization, the adjudication that the Tenant is insolvent or bankrupt, or shall make the entry of an order for relief under any federal or state bankruptcy law with respect to Tenant;
(f) The filing of any petition or the commencement of any case or proceeding described in Section 16.1(e) against the Tenant, unless such petition and all related proceedings are dismissed within 60 days from the filing, the filing of an answer by Tenant admitting the allegations of any such petition, or the appointment of or taking possession by a general custodian, trustee or receiver for all or any assets of the Tenant, unless such appointment is vacated or dismissed within 60 days from the date of such appointment;
(g) The insolvency of the Tenant or the execution by the Tenant of an assignment for the benefit of creditors, or file the convening by Tenant of a voluntary petition in bankruptcymeeting of its creditors, or any class thereof, for purposes of effecting a petition moratorium upon or answer seeking an arrangement for extension or composition of its reorganizationdebts, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute failure of the United States or of any state thereof, or consent Tenant generally to the appointment of a receiver, trustee, or liquidator of any or substantially all of pay its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises debts as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; orthey mature.
(h) The admission in writing by Tenant shall fail or if Tenant is a partnership any partner of Tenant that Tenant is unable to obtain and maintain the insurance required hereunder, pay its debts as they mature or provide copies of the policies or certificates to City it is generally not paying its debts as required herein; orthey mature;
(i) Tenant shall fail to keep, take possession of the Premises on the date the Lease Term commences;
(j) Tenant shall fail to perform and observe each and every any of the other promise, covenant and agreement set forth in provision of this LeaseLease on Tenant’s part to be performed, and such failure shall continue for a period of more than three (3) 30 days after delivery by Director of a written notice of to Tenant, or if such failure (cannot be reasonably be cured within the “First Notice”); 30-day period but can be had within 75 days or if satisfaction of such obligation requires activity over a period of timeless, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause shall not in good faith have commenced such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant such 30-day period and shall use or give its permission not diligently proceed to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Directorcompletion; or
(k) There shall occur a default under Tenant defaults, after any applicable notice and cure period, on any term or condition to be performed by it pursuant to any other written agreement by and between Tenant Landlord and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementTenant.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event Events of Default” hereunder:
(a) Tenant The Lessee shall fail duly and punctually to pay Rent, or to make any other payment required hereunderof Rent, when due due, subject to City, and such failure shall continue beyond the date specified a five business day grace period available once in a written notice each fiscal quarter in each of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment Lessee's fiscal years during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant There shall become insolventoccur any failure of Lessee to procure any of the insurance coverage required by Section 10 hereof or such insurance shall cease to be in full force and effect; or
(c) Lessee shall fail to observe or perform any other of the covenants, conditions, agreements or warranties to be performed or observed by Lessee hereunder and such failure shall continue unremedied for the earlier to occur of (i) a period of ten Business Days after written notice thereof by Lessor, or (ii) a period of ten Business Days after any corporate officer of Lessee who, in the normal course of his operational responsibilities, would have knowledge of the matter and the requirements of this Lease with respect thereto shall take have obtained actual knowledge of such failure; provided, however, removal of the benefit Aircraft at any time from the continental limits of the United States or Canada in a manner not permitted hereunder shall result in an immediate Event of Default; or
(d) Any representation or warranty made by Lessee herein or any present document or future insolvency statutecertificate furnished Lessor pursuant hereto shall prove to have been incorrect in any material respect when made and shall remain incorrect and material; or
(e) Lessee shall consent to the appointment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of itself or of a substantial part of its property, or Lessee shall fail to pay its debts generally as they come due (as provided in 11 U.S.C. s 303(h)(l)), or shall make a general assignment for the benefit of its creditors, or file Lessee shall commence a voluntary petition in bankruptcycase or other proceeding seeking liquidation, reorganization or a petition other relief with respect to itself or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness debts under the federal Federal bankruptcy laws, as now or under hereafter constituted or any other applicable Federal or State bankruptcy, insolvency or other similar law or statute of the United States or of any state thereof, or shall consent to the appointment entry of an order for relief in an involuntary case under any such law or Lessee shall file an answer admitting the material allegations of a receiver, trusteepetition filed against Lessee in any such proceeding, or liquidator otherwise seek relief under the provisions of any now existing or substantially all future Federal or State bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of its property; or
(c) A petition under any part of the federal bankruptcy lawscorporations, or providing for an action under any present agreement, composition, extension or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premisesadjustment with its creditors; or
(f) Any lien An order, judgment or decree shall be filed against entered in any proceedings by any court of competent jurisdiction appointing, without the Premises as consent of Lessee, a result receiver, trustee or liquidator of Lessee or of any act substantial part of its property, or omission any substantial part of Tenantthe property of Lessee shall be sequestered, and any such order, judgment or decree or appointment or sequestration shall not be discharged remain in force undismissed, unstayed or contested by Tenant in good faith by proper legal proceedings within twenty (20) unvacated for a period of 60 days after receipt the date of notice thereof by Tenant; entry thereof: or
(g) Tenant A petition against Lessee in a proceeding or case under the bankruptcy laws or other insolvency laws (as now or hereafter in effect) shall fail to providebe filed and shall not be withdrawn or dismissed within 90 days thereafter, maintainor, increasein case the approval of such petition by a court of competent jurisdiction is required, the petition as filed or amended shall be approved by such a court as properly filed and such approval shall not be withdrawn or the proceeding dismissed within 90 days thereafter, or replacea decree or order for relief in respect of the Lessee shall be entered by a court of competent jurisdiction in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, as now or hereafter constituted, and such decree or order shall remain unstayed in effect for a period of 90 days, or if, under the Deposit as required hereinprovisions of any law providing for reorganization or winding-up of corporations which may apply to Lessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lessee of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days; or
(h) Tenant A final judgment or judgments by a court or courts or competent jurisdiction for the payment of money in excess of $150,000, shall fail be rendered against Lessee and the same shall remain undischarged for a period of 60 days during which execution of such judgment shall not be effectively stayed, provided, however, that Lessee has not provided for Lessor's benefit a bond or has not placed cash or a cash equivalent in escrow, in each case sufficient to obtain and maintain pay the insurance required hereunder, full amount of such judgment or provide copies of the policies or certificates judgments on terms reasonably satisfactory to City as required hereinLessor; or
(i) Tenant shall fail to keepThere occur, perform and observe each and every other promise, covenant and agreement set forth in this Leasebe continuing, and such failure shall continue for having been declared in writing by the party in interest, an event of default under any other agreement between Lessee or an affiliate thereof and Lessor, Owner Participant, Seller, Manufacturer, Trident or any affiliate thereof, or any trustee acting on behalf of any of them, or any lease or sublease with respect to a period of more than three (3) days after delivery by Director Leased Aircraft or any sublease or lease of a written notice Jetstream Model 3101, 3201, or 4101 Turboprop aircraft by Lessee or an affiliate of Lessee ("Other Agreements"), such failure (that pursuant to the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt terms of the First Notice, or thereafter fails Other Agreements the event of default as defined therein shall permit the party in interest to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Noticeterminate said Other Agreement; or
(j) Tenant The code sharing agreement between Lessee or its affiliates, and United Airlines, shall use cease to be in full force and effect prior to its expiration in accordance with its term or give its permission to any person to use any portion shall have been amended, modified or supplemented and such amendment modification or supplement would materially adversely affect the ability of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, Lessee or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and Cityaffiliate or subsidiary of Lessee to perform its obligations hereunder, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing contained herein shall be deemed preclude Lessee from entering into any code sharing agreement with any other carrier, or
(k) If the Aircraft is flown without a valid certificate of airworthiness or any other valid permit to imply that Tenant shall be entitled to additional notice fly issued by the FAA or cure rights with respect to the registration of the Aircraft or recordation of this Lease is canceled except where such cancellation is caused by the default other than as may be provided in such other agreementor negligence of Lessor.
Appears in 1 contract
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and be deemed an “"Event of Default” hereunder":
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice an assignment of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment its property for the benefit of creditors, creditors or shall file a voluntary petition in bankruptcyunder any bankruptcy or insolvency law, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A involuntary petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and such involuntary petition is not dismissed within ninety (90) days after the filing thereof,
(b) A petition is filed by or against Tenant under the reorganization provisions of the United State Bankruptcy Act or under the provisions of any law of like import, unless such petition under said reorganization provisions be one filed against Tenant which is dismissed within ninety (90) days after its filing,
(c) Tenant shall file a petition under the arrangement provisions of the United States Bankruptcy Act or under the provisions of any law of like import,
(d) A permanent receiver, trustee or liquidator shall be appointed for Tenant or of or for the property of Tenant, and such receiver, trustee or liquidator shall have not been discharged within ninety (90) days from the date of his appointment,
(e) Tenant shall default in the payment of any Fixed Rent or Additional Rent payable hereunder by Tenant to Landlord on any date upon which the same becomes due, and such default shall continue for twenty (20) days after written notice,
(f) Tenant shall default in the due keeping, observing or performance of any material covenant, agreement, term, provision or condition of this Lease on the part of Tenant to be kept, observed or performed, and if such default shall continue and shall not be dismissed remedied by Tenant within thirty (30) days after Landlord shall have given to Tenant a written notice specifying same, or, in the filing thereof; or
case of such a default which for causes beyond Tenant's control cannot with due diligence be cured within said period of thirty (d30) There days, if Tenant (1) shall occur not, promptly upon giving such notice, advise Landlord in writing of Tenant's intention to duly institute all steps necessary to remedy such default, (2) shall not duly institute and thereafter diligently prosecute to completion all steps necessary to remedy the same, or (3) shall not remedy the same within a Transfer without reasonable time after the prior approval date of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result giving of any act or omission of Tenant, and shall not be discharged or contested said notice by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orLandlord.
(g) Any interest of Tenant hereunder shall fail pass to provideanother without Landlord's consent, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain except for those assignments and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as subleases which may be provided in such agreement; provided, however, that nothing herein shall be deemed effected without Landlord's consent pursuant to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSections 6.1 and 6.5 hereof.
Appears in 1 contract
Samples: Lease Agreement (Osteotech Inc)
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach an Event of Default of this Lease and (herein called an “Event of Default” hereunder:”):
(a) If Tenant shall fail duly and punctually to pay Rent, Fixed Annual Rent or to make any other payment required hereunder, Additional Rent when the same is due to City, and payable under the terms of this Lease and such failure shall continue beyond the date specified in continues for a written period of five (5) Business Days after notice of such default thereof from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation Landlord to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or;
(b) If either Tenant shall become insolvent, or shall take any guarantor of the benefit of any present or future insolvency statute, or Lease shall make a general an assignment for the benefit of its creditors;
(c) If any petition shall be filed against Tenant in any court, whether or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under not pursuant to any other law or statute of the United States or of any state thereofstate, in any bankruptcy, reorganization, composition, extension, arrangement or consent to the appointment of a receiverinsolvency proceeding, trustee, or liquidator of and if any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and such proceeding shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving institution of the First Noticesame; or if any such petition shall be so filed by either Tenant or by any guarantor of the Lease;
(d) If, in any proceeding, a receiver or trustee be appointed for all or substantially all of Tenant’s property or all or substantially all of any of Tenant’s property relating to any Individual Property, and such receivership or trusteeship shall not be vacated or set aside within one hundred twenty (120) days after the appointment of such receiver or trustee;
(e) If, at any time prior to the last month of the Term, Tenant suspends or ceases to manage and operate an Individual Property for the Permitted Use (other than for reasons of Unavoidable Delay, Major Alterations and/or temporary interruptions or closures due to alterations and/or repair and restoration due to casualty or condemnation), and does not resume management and operation of the Individual Property for Permitted Uses within one hundred twenty (120) Business Days following notice from Landlord;
(f) If Tenant shall fail to perform or observe any other requirement of this Lease (not hereinbefore in this Section 20.1 specifically referred to) on the part of Tenant to be performed or observed (other than the payment of a sum of money) and such failure shall continue for (i) thirty (30) days after notice thereof from Landlord to Tenant, or (ii) if such default is susceptible to cure, but is not reasonably susceptible to cure within such thirty (30) day period, such longer period (not to exceed 180 days) as shall be reasonably necessary for Tenant to effect such cure provided that Tenant has commenced such cure within such 30-day period and thereafter is diligently prosecuting such cure (and, in all cases, however, subject in all respects to the provisions of Section 24.3); or
(jg) If any breach (by the landlord or tenant) under the GLCR Master Lease shall occur and such breach continues for a period of five (5) Business Days after notice thereof from Landlord to Tenant. For avoidance of doubt, without limiting any other provision of this Lease, all of the above periods are subject to adjustment for Unavoidable Delay. Upon the happening of any Event of Default, but subject in all respects to the provisions of Section 24.3, in addition to all other remedies available hereunder, at law and in equity, Landlord may give to Tenant a notice (hereinafter called “notice of termination”) terminating this Lease at the expiration of ten (10) Business Days from the date of service of such notice of termination, and at the expiration of such ten (10) Business Days, this Lease and the Term, as well as all of the right, title and interest of the Tenant hereunder, shall wholly cease and expire in the same manner and with the same force and effect as if the date of expiration of such ten (10) Business Day period were the date originally specified herein for the expiration of the Term, and Tenant shall use then quit and surrender the Property Portfolio to Landlord, and Landlord or give Landlord’s agents or servants may, either by summary process or by any suitable action or proceeding at law, immediately or at any time thereafter reenter the Property Portfolio and remove therefrom Tenant, its permission agents, employees, servants, licensees and any Subtenants and other Persons, and all or any of its or their property therefrom, and repossess and enjoy the Property Portfolio, together with all additions, alterations and improvements thereto; but Tenant shall remain liable as hereinafter provided, subject to any person the provisions of Section 29. In addition, should Landlord elect to use any portion of Airport or reenter the Terminal Buildings used by Tenant under this Lease for any illegal purposeProperty Portfolio, or any purpose not approved Individual Property, upon an Event of Default, by Director; or
Tenant, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, then, subject to the rights of Leasehold Mortgagee(s) (k) There shall occur a default under any other agreement between Tenant as such rights are set forth in Article 15 above), Landlord may from time to time without terminating this Lease, make such alterations and City, including the Other Agreements, if any, and such default is not cured repairs as may be necessary in order to relet the Property Portfolio, and relet the Property Portfolio or any part thereof for such term or terms (that may be for a term extending beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. If such rentals received from such reletting during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Landlord shall use commercially reasonable efforts to mitigate any damages incurred or suffered by Landlord in connection with any Event of Default, provided, however, Tenant agrees in favor of Landlord that Landlord’s obligation to mitigate shall not include an obligation to (i) lease the Property Portfolio, or any portion thereof, to a prospective tenant for a rental less than the current fair market rental then prevailing for facilities comparable to the Property Portfolio, (ii) enter into a new lease upon terms and conditions that are unacceptable to Landlord under Landlord’s then current leasing policies, provided such policies shall be consistent with then current leasing policies for buildings comparable to the general character of each Individual Property in the market in which such agreementIndividual Property is located, (iii) lease the Property Portfolio for any use other than its Permitted Use, (iv) enter into a lease with any prospective tenant which does not have, in Landlord’s reasonable opinion, sufficient financial resources or operating experience to operate the Property Portfolio in a first class manner, or (v) expend monies for the installation of leasehold improvements to the Property Portfolio. Landlord and Tenant acknowledge and agree that the foregoing is intended to apply in lieu of any obligation of Landlord to mitigate damages, or to use efforts to do so, under Legal Requirements and agree that the provisions of this Section 20.1 are intended to override and control any conflicting provisions of applicable Legal Requirements, including, without limitation, the Texas Property Code. At the election of Landlord, in its sole discretion, Landlord may pursue any of its remedies (including termination) with respect to one or more Individual Properties and shall not be obligated to solely pursue its remedies as against the entire Property Portfolio. Tenant hereby waives (i) the service of any notice of intention to re-enter or obtain possession of the Property Portfolio, an Individual Property or any portion thereof, or to interpose any counterclaim of whatever nature or description, other than a compulsory counterclaim, in connection therewith, and (ii) on its own behalf and on behalf of all persons claiming under Tenant to the extent permitted under applicable law, including all creditors, any rights Tenant and all such persons might otherwise have under any Legal Requirements to redeem the Property Portfolio, an Individual Property or any portion thereof, to re-enter or repossess the Property Portfolio, an Individual Property or any portion thereof, or to restore this Lease, after (x) Tenant is permanently dispossessed pursuant to any Legal Requirement or by any Governmental Authority, (y) Landlord reenters or obtains possession of the Property Portfolio, an Individual Property or any portion thereof, pursuant to any legal act, action or proceeding, or (z) the date of termination of this Lease, whether by operation of law or pursuant to this Lease. The words “re-enter,” “re-entry” and “re-entered” as used in this Lease shall not be considered to be restricted to their technical legal meanings. Nothing contained in this Lease shall be considered to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages or otherwise by any Legal Requirements; provided, however, that nothing herein (i) Landlord may not accelerate the payment of any Rent, except the foregoing shall not limit Tenant’s obligations or Landlord’s rights under Article 39 or the GLCR Master Lease, and (ii) in no event shall Tenant be deemed liable or responsible for any consequential, punitive or special damages except only to imply the extent that Tenant shall be entitled Landlord is obligated to additional notice or cure rights with respect pay any such damages to such default other than as may be provided in such other agreementa third party pursuant to a final (unappealable) judgment.
Appears in 1 contract
Event of Default. The occurrence of any one or more Each of the following events acts or omissions of Tenant or of any guarantor of Tenant's performance hereunder, or occurrences, shall constitute a breach of this Lease and an “Event "Even of Default” hereunder":
(a) Tenant shall fail duly and punctually Failure or refusal to pay RentBasic Rental, Additional Rent [Article 3] or to make any other payment required hereunderamount provided hereunder within three (3) calendar days after written notice from Landlord that the same is delinquent; provided, when due to Cityhowever, and such failure shall continue beyond the date specified in a that if Landlord gives Tenant written notice of such default from DirectorTenant's failure to pay Basic Rental, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Additional Rent or any other payment during the Termamount provided hereunder twice in any calendar year, thereafter Tenant shall not be entitled to, and City shall have then no obligation to give, further notice of any further defaults delinquency by Tenant in making any such payment shall be required for the payment balance of such calendar year and Tenant's failure to pay Basic Rental, Additional Rent or any other payment. In sum due under this Lease within three (3) calendar days after the same becomes due or payable during the remainder of such event, there calendar year shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orDefault;
(b) Failure to perform or observe any other covenant or condition of this Lease to be performed or observed within thirty (30) days following written notice to Tenant of such failure; provided, however, if such failure cannot reasonably be cured within said thirty (30) day period, Tenant shall become insolventhave such additional time as may be reasonably necessary to cure such failure so long as Tenant diligently commences the performance or observance of such covenant or condition within said thirty (30) day period and thereafter diligently prosecutes such performance to completion;
(c) Abandonment of the Premises or any significant portion thereof;
(d) The taking in execution or by similar process or law (other than by eminent domain) of the estate hereby created;
(e) To the extent permitted by law, the filing by Tenant or shall take the benefit any guarantor hereunder in any court pursuant to any statute of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, bankruptcy or a petition insolvency or answer seeking an for reorganization or arrangement of for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiverreceiver of all or a portion of Tenant's property; the filing against Tenant or any guarantor hereunder of any such petition, or the commencement of a proceeding for the appointment of a trustee, receiver or liquidator for Tenant, or for any guarantor hereunder, or of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy lawsproperty of either, or an action under a proceeding by any present governmental authority for the dissolution or future insolvency law liquidation of Tenant or statuteany guarantor hereunder, shall be filed against Tenant and if such proceeding shall not be dismissed or trusteeship discontinued within thirty (30) days after commencement of such proceeding or the filing thereofappointment of such trustee or receiver; or
(d) There shall occur a Transfer without or the prior approval making by Tenant or any guarantor hereunder of an assignment for the benefit of creditors. Tenant hereby stipulates to the lifting of the City; or
(e) automatic stay in effect and relief from such stay for Landlord in the event Tenant shall voluntarily abandonfiles a petition under the United States Bankruptcy laws, desert or vacate for the Premises; orpurpose of Landlord pursuing its rights and remedies against Tenant and/or a guarantor of this Lease;
(f) Any lien shall Tenant's failure to cause to be released any mechanics' liens filed against the Premises as or Project, or to obtain and record a result of release bond removing, any act or omission of Tenantsuch mechanics' liens, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenantthe date the same shall have been filed or recorded; orand
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies The occurrence of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth any event defined elsewhere in this Lease, and such failure shall continue for a period Lease as an Event of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementDefault.
Appears in 1 contract
Samples: Standard Office Lease (Netgear Inc)
Event of Default. The occurrence of any Subtenant shall not be deemed to be in default hereunder unless one or more of the following events shall constitute a breach of this Lease and an “("Event of Default” hereunder") shall have occurred:
(aA) Tenant shall fail duly and punctually Failure on the part of Subtenant to pay Rent, the Subrent or to make any other payment required hereunder, sum of money called for herein when due to City, and such failure shall continue beyond the date specified in a written notice continuation of such default for five days after notice from DirectorSublandlord;
(B) Failure on the part of Subtenant to observe or perform any other covenant, which date shall be no earlier than agreement or undertaking of the third (3rd) day after Subtenant contained in this Sublease or the effective date Master Lease, and the continuation of such notice. Notwithstanding the foregoing, failure for twenty days after notice from Sublandlord (or such shorter period specified in the event there occurs two Master Lease), provided that, to the extent permitted under the Master Lease, if such default cannot reasonably be cured within such twenty day (2or shorter) defaults in the payment of Rent or other payment during the Termperiod, thereafter Tenant Subtenant shall not be entitled to, in default hereunder if Subtenant commences to cure within such twenty day (or shorter) period and City shall have no obligation prosecutes the cure to give, notice of any further defaults completion in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly good faith and punctually pay Rent or other payment hereunder; orwith due diligence;
(bC) Tenant If Subtenant abandons or ceases business operations within the Premises (beyond any applicable grace periods) at any time during the Term of this Sublease or any renewal thereof;
(D) If Subtenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcybankruptcy or shall be adjudicated a bankrupt or insolvent, or a in any action or proceeding shall file any petition or answer seeking an arrangement for its any reorganization, arrangement, composition, readjustment, liquidation, dissolution or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action similar relief under any present or future insolvency law federal or statutestate bankruptcy, reorganization or debt reduction law, or shall be filed against Tenant and shall not be dismissed seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Subtenant or of all or substantially all of Subtenant's property or of the Premises; and
(E) If within thirty (30) 60 days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result commencement of any act proceeding against Subtenant seeking any reorganization, arrangement, composition, readjustment, liquidation, debt adjustment, dissolution or omission of Tenantsimilar relief under any present or future federal or state law, and such proceeding shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”)have been dismissed; or if satisfaction of such obligation requires activity over a period of timeif, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) 60 days after the giving appointment, without consent or acquiescence of Subtenant, of any trustee, receiver or liquidator of Subtenant or of all or substantially all of Subtenant's property or of the First NoticePremises, such appointment shall not have been vacated; or
(j) Tenant or if, within 60 days after the expiration of any such stay, such appointment shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhave been vacated.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event event of Defaultdefault” hereunder:
(a) Tenant i. If Lessee shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent any rent required hereunder to be paid by Xxxxxx, or other payment during any part thereof, when the Term, thereafter Tenant same falls due under the provisions hereof and such default shall not be entitled to, and City continue for thirty (30) days after written notice thereof to Lessee; or
ii. If Lessee shall have no obligation to give, notice of any further defaults default in the payment as herein provided of Rent any tax charges, Impositions or other payment. In sums required hereunder to be paid by Xxxxxx, and such event, there default shall be deemed continue for thirty (30) days after written notice thereof to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderLessee; or
iii. If Lessee shall default in the performance of any other covenant, promise or agreement on the part of Lessee contained herein and such default shall continue for thirty (b30) Tenant shall become insolventdays after notice thereof in writing by Lessor to Lessee, or if such default or condition which gives rise thereto cannot with due diligence and good faith be cured within such thirty (30) day period, if Lessee shall take not in good faith and within the benefit period of thirty (30) days commence upon the curing of such default and pursue the curing of same continuously and diligently and in good faith to the end that the same shall be cured within such minimum period in excess of thirty (30) days as may be reasonably necessary to cure such default through pursuing such curing promptly, diligently, continuously and in good faith; or
iv. If Lessee shall be adjudged bankrupt; or if Lessee shall file or admit the jurisdiction of the court and material allegations contained in any present petition in bankruptcy or future insolvency statuteany petition pursuant or purporting to be pursuant to the federal bankruptcy laws as now or hereafter amended, or Lessee shall institute any proceedings for any relief of Lessee under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or if Lessee shall make a general any assignment for the benefit of creditors, creditors or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement shall apply for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, receiver for Lessee or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval property of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”)Lessee; or if satisfaction decree or order appointing a receiver of the property of Lessee shall be made and such obligation requires activity over a period of timedecree or order shall not have been vacated, if Tenant fails to commence the cure of such failure stayed or set aside within three sixty (360) days after receipt from the date of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving entry of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementgranting thereof.
Appears in 1 contract
Samples: Lease Agreement
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”:
(a) Tenant shall fail duly and punctually fails to pay when due any Rent, and such default continues for 5 Business Days after receipt of written notice from Landlord; provided, however, that Tenant shall not be entitled to more than 2 notices of a delinquency in a monetary obligation during any 12-month period, and if thereafter any Rent is not paid when due, an Event of Default shall be considered to have occurred even though no notice thereof is given;
(b) Tenant fails to comply with its obligations under any provision of this Lease or to make any other agreement between Landlord and Tenant not requiring the payment required hereunder, when due to Cityof money, and such failure shall continue beyond the date specified in continues for a period of 30 days after written notice of such default from Directoris delivered to Tenant; provided, which date however, if such condition cannot reasonably be cured within such 30-day period, it instead shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure if Tenant fails to duly commence to cure such condition within such 30 day period and punctually pay Rent or other payment hereunder; orthereafter fails to prosecute such action diligently and continuously to completion;
(bc) If (i) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make makes a general assignment or general arrangement for the benefit of creditors, or file a voluntary petition in bankruptcy, or (ii) a petition for adjudication of bankruptcy or answer seeking an arrangement for its reorganizationreorganization or rearrangement is filed by or against Tenant and is not dismissed within 90 days, (iii) a trustee or the readjustment receiver is appointed to take possession of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and possession is not restored to Tenant within 90 days or (civ) A petition under any part substantially all of Tenant’s assets located at the federal bankruptcy lawsPremises or of Tenant’s interest in this Lease is subjected to attachment, execution or an action under any present other judicial or future insolvency law or statute, shall be filed against Tenant and shall non-judicial seizure which is not be dismissed discharged within thirty (30) days after the filing thereof; or90 days;
(d) There This Lease or the estate of Tenant hereunder shall occur a Transfer without the prior approval be transferred to or shall pass to or devolve upon any Person in violation of the City; orSection 13 of this Lease;
(e) Tenant shall voluntarily abandon, desert or vacate abandons the PremisesPremises for a period in excess of 30 days; or
(f) Any lien shall be filed against the Premises event which is expressly defined as a result or deemed an Event of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in Default under this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 1 contract
Samples: Office Lease (EverCommerce Inc.)
Event of Default. The Notwithstanding any cure periods described below, Borrower shall immediately notify Lenders in writing when Borrower obtains knowledge of the occurrence of any default specified below. Regardless of whether Borrower has given the required notice, the occurrence of one or more of the following events shall will constitute a breach of this Lease and an “Event of Default” hereunderunder the Term Loan:
(a) Tenant shall fail duly and punctually Borrower or any Major Bank Subsidiary applies for, consents to pay Rentor acquiesces in the appointment of a receiver for itself, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond in the date specified in a written notice absence of such default from Directorapplication, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingconsent or acquiescence, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; ora receiver is appointed for Borrower;
(b) Tenant Any proceedings are commenced by or against Borrower or any Major Bank Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government, if such proceedings are instituted, Borrower or Bank by any action or failure to act indicates its approval of, consent to or acquiescence therein, or an order shall become insolventbe entered approving the petition in such proceedings and within ninety (90) days after the entry thereof such order is not vacated or stayed on appeal or otherwise, or shall take not otherwise have ceased to continue in effect;
(c) Borrower or Major Bank Subsidiary applies for, consents to or acquiesces in the benefit appointment of any present a trustee, receiver or future insolvency statuteliquidator for itself under Chapter 7 or Chapter 11 of the United States Bankruptcy Code (the “Code Provisions”), or shall make in the absence of such application, consent or acquiescence, a general trustee, receiver or liquidator is appointed for Borrower under the Code Provisions, and is not discharged within ninety (90) days, or any bankruptcy, reorganization, debt arrangement or other proceeding or any dissolution or liquidation proceeding is instituted by or against Borrower under the Code Provisions, and if instituted, is consented or acquiesced in by it or remains for ninety (90) days undismissed, or if Borrower or Bank is enjoined, restrained or in any way prevented from conducting all or any material part of its business under the Code Provisions.
(d) Borrower or any Major Bank Subsidiary becomes insolvent or is unable to pay its debts as they mature; or makes an assignment for the benefit of creditors, creditors or file a voluntary petition admits in bankruptcy, writing its inability to pay its debts as they mature; or a petition or answer seeking an arrangement for its reorganization, or the readjustment suspends transaction of its indebtedness under the federal bankruptcy laws, usual business; or under any other law or statute of the United States or if a trustee of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any substantial part of the federal bankruptcy lawsassets of Borrower or Bank is applied for or appointed, and if appointed, Borrower or Bank by any action or failure to act indicates its approval of, consent to, or an action under any present acquiescence in such appointment, or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty ninety (3090) days after the filing thereof; or
(d) There such appointment, such appointment is not vacated or stayed on appeal or otherwise, or shall occur a Transfer without the prior approval of the City; ornot otherwise have ceased to continue in effect;
(e) Tenant shall voluntarily abandon, desert Borrower fails to pay any principal or vacate interest due on the Premises; orTerm Loan when due;
(f) Any lien shall be filed against the Premises as a result of Borrower fails to pay any act other fees, charges, costs or omission of Tenant, expenses under this Agreement and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and case such failure shall continue for a period of more than three thirty (330) days after delivery notice thereof is given by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails any Lender to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First NoticeBorrower; or
(jg) Tenant shall use Borrower fails to perform or give its permission to observe in any person to use material respect any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeagreement, term, provision, condition, or covenant (other than any purpose not approved by Director; or
(k) There shall occur a default under such failure that results in an Event of Default as expressly provided in any other clause of Section 5.1) required to be performed or observed by Borrower hereunder or other agreement between Tenant with or in favor of Lenders and City, including the Other Agreements, if any, and in each case such default failure shall continue for a period of thirty (30) days after notice thereof is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed given by any Lender to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementBorrower.
Appears in 1 contract
Event of Default. The occurrence of any one or more Each of the following events occurrences shall constitute a breach an Event of this Lease and an “Default hereunder ("Event of Default” hereunder:"):
(a1) Tenant Mortgagor shall fail duly to timely pay or perform any of its covenants, duties and punctually obligations under the Loan Documents;
(2) Mortgagor shall fail to pay Rent, timely perform or to make observe any other payment required hereunder, when due to City, of the covenants contained in this Mortgage and such failure shall continue beyond the date specified in a for thirty (30) days after Mortgagor receives written notice of such default failure from DirectorMortgagee;
(3) any representation or warranty made by Mortgagor in this Mortgage is untrue or misleading in any material respect, or any statement, certificate, or report furnished hereunder by or on behalf of Mortgagor is untrue or misleading in any material respect on the date as of which date the facts set forth are stated or certified;
(4) the Mortgagor shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent dissolved or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statuteunable to pay its debts as they fall due, or shall make a general assignment for the benefit of creditors, creditors or shall file a voluntary petition in bankruptcy, or a shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer seeking an arrangement for its seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or the readjustment of its indebtedness similar relief, under the federal bankruptcy lawsany statute, law or regulation, or under shall file an answer admitting or shall fail to deny the material allegations of a petition against it for any other law or statute such relief;
(5) any proceeding against the Mortgagor of the United States type referred to in clause (4) above seeking any such relief shall have remained unstayed or undismissed for an aggregate of sixty (60) days (whether or not consecutive);
(6) a trustee, receiver or liquidator of the Mortgagor or of any state thereofsubstantial part of its properties or assets shall be appointed with the consent or acquiescence of the Mortgagor, or consent any such appointment, if not so consented to the appointment or acquiesced in, shall remain unvacated or unstayed for an aggregate of a receiver, trustee, sixty (60) days (whether or liquidator of any or substantially all of its propertynot consecutive); or
(c7) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, execution shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed have been levied against the Premises as Mortgaged Property or any lien creditor's suit to enforce a result of any act or omission of Tenant, judgment against the Mortgaged Property shall have been brought and shall not be discharged or contested by Tenant (in good faith by proper legal proceedings within twenty (20either case) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue unstayed and in effect for a period of more than three thirty (330) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementconsecutive calendar days.
Appears in 1 contract
Samples: Mortgage, Security Agreement and Fixture Financing Statement (Reuter Manufacturing Inc)
Event of Default. The occurrence of any one or more of the following events shall will constitute a breach default hereunder:
A. Tenant fails to make any payment within ten (10) days after the same is due hereunder. 18
B. Tenant voluntarily assigns this Lease or subleases the Premises, or any part thereof, without the prior written approval of Landlord, except as expressly provided in SECTION 19 hereof.
C. Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually fails to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of cure such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by in writing to Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein if the nature of Tenant's obligation is such that more than thirty (30) days are required for performance, then Tenant shall not be in default if Tenant commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.
D. Tenant files a petition in bankruptcy or for reorganization or for an arrangement pursuant to the Bankruptcy Act of the United States or shall be deemed adjudicated a bankrupt or shall admit in writing its inability to imply that pay its debts generally as they become due, or if a petition or answer proposing the adjudication of Tenant as a bankrupt pursuant to the Bankruptcy Act of the United States or any similar federal or state law is filed and such petition or answer shall not be discharged or denied within sixty (60) calendar days after the date of filing thereof.
E. A receiver, trustee or liquidator of Tenant or of all or substantially all the property of Tenant or of its interest in the Premises shall be entitled to additional notice appointed in any proceeding brought by Tenant, or cure rights if any such receiver, trustee or liquidator shall be appointed in any proceeding brought against Tenant and if such receiver, trustee or liquidator shall not be discharged within sixty (60) calendar days after such appointment.
F. The Premises shall have been abandoned or left unoccupied for thirty (30) consecutive calendar days.
G. The occurrence of any other event which is defined as a default elsewhere in this Lease, together with respect to such default other than as may be provided in such other agreementthe passage of the applicable grace period, if any, without cure.
Appears in 1 contract
Event of Default. The occurrence If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all collection costs and fees incurred by the holder, including reasonable attorneys' fees. This note is performable in Houston, Xxxxxx County, Texas, and Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note, jointly and severally waive the right to be sued hereon elsewhere. This note shall be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States of America. Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note jointly and severally waive presentment and demand for payment, protest, notice of protest and non- payment of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, and grace, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the holder. Maker acknowledges and understands that under the laws of the State of Texas, unless waived, Maker has the right to notice of Payee's intent to accelerate the indebtedness evidenced by this note, the right to notice of the actual acceleration of the indebtedness evidenced by this note, and the right to presentment of this note by Payee's demand for payment. Maker acknowledges that it understands that it can waive these rights and by Maker's execution of this note it agrees to waive its right to notice of intent to accelerate, its right to notice of acceleration, and its right to presentment or other demand for payment. The holder shall similarly have the right to deal in any way, at any time, without one or more of the following events shall constitute a breach foregoing parties without notice to any other party, and to grant any such party and extensions of this Lease and an “Event time for payment of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rentany of said indebtedness, or to make release part or all of the collateral securing this note, or to grant any other payment required indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. Maker hereby authorizes the holder hereof to endorse on the Schedule attached to this note or any continuation thereof, when due all advances made to City, Maker hereunder and such failure shall continue beyond all payments made on account of the date specified in a written notice of such default from Directorprincipal thereof, which date endorsements shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent prima facie evidence as to the appointment outstanding principal amount of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementnote; provided, however, that nothing herein any failure by the holder hereof to make endorsement shall be deemed not limit or otherwise affect the obligations of Maker under the Agreement or this note. --------------- Initialled for Identification DRIL-QUIP, INC. By:___________________________ J. Xxxx Xxxxxx, Vice President EXHIBIT C PROMISSORY NOTE $12,175,000.00 Houston, Texas March , 1994 FOR VALUE RECEIVED, the undersigned, DRIL-QUIP, INC., a Texas corporation ("Maker"), hereby promises to imply that Tenant shall be entitled pay to additional notice or cure rights with respect to such default other than the order of BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking association ("Payee"), at its offices at 910 Travis, Houston, Xxxxxx County, Texas, on October 1, 1997, in lawful money of the United States of America, the principal sum of TWELVE MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($12,175,000.00), plus accrued and unpaid interest thereon as may be provided in such other agreement.hereinafter calculated, as follows:
Appears in 1 contract
Samples: Credit Agreement (Dril-Quip Inc)
Event of Default. The occurrence An Event of Default shall be deemed to have occurred and may be declared by the Pledgee upon the happening of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderevents:
(a) Tenant An "Event of Default" under the Purchase Agreement or any agreement or note related to the Purchase Agreement shall fail duly have occurred and punctually to pay Rentbe continuing beyond any applicable cure period;
(b) Any Pledgor shall default in the performance of any of its obligations under any agreement between any Pledgor and Pledgee, or to make any other payment required hereunderincluding, when due to Citywithout limitation, this Agreement, and such failure default shall continue beyond the date specified in not be cured for a written notice period of such default from Director, which date shall be no earlier than the third fifteen (3rd15) day business days after the effective date occurrence thereof;
(c) Any representation or warranty of such notice. Notwithstanding the foregoingany Pledgor made herein, in the event there occurs two (2) defaults Purchase Agreement or in the payment of Rent any agreement, statement or other payment during the Term, thereafter Tenant certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect and shall not be entitled tocured for a period of fifteen (15) business days after the occurrence thereof;
(d) Any portion of the Collateral is subjected to levy of execution, and City shall have no obligation to giveattachment, notice of any further defaults in the payment of Rent distraint or other payment. In such event, there shall be deemed to occur an Event judicial process; or any portion of Default immediately upon Tenant’s failure to duly and punctually pay Rent the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other payment hereunderright or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of fifteen (15) business days after the occurrence thereof; or
(be) Tenant Any Pledgor shall become insolvent(i) apply for, consent to, or shall take suffer to exist the benefit of any present or future insolvency statuteappointment of, or shall the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcyseeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or a fail to have dismissed, within sixty (60) days, any petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness filed against it in any involuntary case under the federal such bankruptcy laws, or under (vii) take any other law or statute action for the purpose of effecting any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementforegoing.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events during the Term shall constitute a breach of this Lease and an “Event of Default” Default unless remedied within the prescribed delays or renounced to in writing:
15.1.1 If any of the Borrowers fails to make any payment of interest or principal with respect to the Loan when due, or fails to pay any other amount due to the Agent or the Lenders within two (2) Business Days after notice thereof; or
15.1.2 If any member of the Restricted Group fails to respect any of its other obligations and undertakings hereunder or under the Security Documents (including during any Release Period) or another undertaking of such member of the Restricted Group with respect to the Loan (including the undertakings described in Section 11.1) not otherwise contemplated by this Section 15.1 and has not remedied the Default within ten (10) days following the date on which the Agent has given written notice to the relevant Borrower(s); or
15.1.3 If (a) a court having jurisdiction shall enter a decree or order for relief in respect of any member of the Restricted Group in an involuntary case under the United States Bankruptcy Code of 1978 (11 U.S.C. et. seq.) (the "BANKRUPTCY CODE"), or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (b) an involuntary case shall be commenced against any member of the Restricted Group under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any member of the Restricted Group, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of any member of the Restricted Group for all or a substantial part of its property; or (c) any member of the Restricted Group shall have an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law nor or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or any member of the Restricted Group shall make any assignment for the benefit of creditors; or (d) any member of the Restricted Group shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of any member of the Restricted Group (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (c) above or this clause (d) (each of the events described in clauses (a) and (b) above are hereinafter in this subsection 15.1.3 called a "PROCEEDING"); provided that, if a Proceeding is commenced against any member of the Restricted Group, the Restricted Group shall have the right to contest the Proceeding in good faith, if the Agent is absolutely satisfied, in its complete discretion, that the repayment of the Loan and the ability of each of the Borrowers and IPG to service their Debt shall not be compromised; or
15.1.4 If property of any member of the Restricted Group having a total value of more than US $2,500,000 is the object of a seizure or of a taking of possession or other Proceeding by a creditor, provided that if such legal proceedings are commenced against any member of the Restricted Group, such member shall have the right to contest same in good faith, if the Agent is absolutely satisfied, in its complete discretion, that the repayment of the Loan and the ability of each of the Borrowers and IPG to service its Debt will not be compromised; or
15.1.5 If any statement, attestation, financial statement, report, data, representation or warranty which was given by, for the account of or in the name of any member of the Restricted Group to the Agent or the Lenders, with respect to this Agreement or the Security Documents, is revealed to be false, misleading or incomplete in any material respect at any time, or if the auditors certifying the financial statements in accordance with subsection 13.16.2 insert a material qualification in their opinion; or
15.1.6 If any member of the Restricted Group is in default with respect to any Material Debt (other than amounts due to the Lenders hereunder), if:
(a) Tenant shall fail duly and punctually to pay Rent, or such default was caused by the failure to make any other payment required hereunder, of an amount in excess of US $5,000,000 when due to Citydue, and such failure shall continue beyond the date specified in a written notice default is not remedied within ten (10) days of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderits occurrence; or
(b) Tenant shall such default could permit the creditor of such Material Debt to cause an amount in excess of US $5,000,000 to become insolvent, due and payable prior to its stated maturity or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertyscheduled payment date; or
(c) A petition under 15.1.7 If a judgment is rendered by a competent tribunal against any part member of the federal bankruptcy laws, or Restricted Group in an action under any present or future insolvency law or statute, shall be filed against Tenant aggregate amount in excess of US $2,500,000 (net of applicable insurance coverage pursuant to which liability is acknowledged in writing by the insurer to the Agent on behalf of the Lenders) and shall remains undischarged for a period ending not be dismissed within thirty more than five (305) days after Business Days before the filing thereofdate on which such judgment becomes enforceable; or
(d) There shall occur a Transfer without 15.1.8 If LLC assigns or transfers any of its rights against any Restricted Subsidiary with respect to amounts owed to it by such Restricted Subsidiary, except as permitted by the prior approval provisions hereof or of the Cityundertaking delivered pursuant to subsection 11.1.13; or
(e) Tenant shall voluntarily abandon15.1.9 If any of the Notes become payable in advance following a Change in Control, desert or vacate as defined in the PremisesNote Agreements; or
(f) Any lien shall be filed against 15.1.10 If in the Premises opinion of the Lenders, acting in good faith, a Material Adverse Change has occurred since December 31, 2000, except as a result of any act or omission of Tenantset forth in Schedule "M" hereto, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of the Agent has given written notice thereof by Tenantto the Borrowers to such effect; or
(g) Tenant shall fail to provide, maintain, increase, 15.1.11 If PBGC has registered or replace, recorded any Charge securing an amount greater than $1,000,000 against the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies property of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementRestricted Group.
Appears in 1 contract
Event of Default. The occurrence of any one or more Paragraph 11 of the Master Repurchase Agreement shall be modified to include the following additional or supplemental terms:
a. The following events shall constitute a breach additional events of this Lease and default (each an “"Event of Default” hereunder") under the Agreement with respect to Buyer or Seller, as applicable:
(a) Tenant shall fail duly and punctually i. any failure by Seller to pay Rentpay, whether on the acceleration thereof or otherwise, any amounts due under this Agreement or to perform any provision of this Agreement in accordance herewith, or any material breach of any representation, warranty or covenant of Seller set forth in this Agreement;
ii. the granting by Seller of any security interest, lien, pledge or other encumbrance on any Purchased Securities to make any person other payment required hereunderthan Buyer;
iii. Buyer shall for any reason cease to have a valid, when due first priority security interest in any of the Purchased Securities purported to Citybe covered thereby, or any Person shall assert that Buyer does not have a valid, first priority security interest in any of the Purchased Securities;
iv. the filing by Seller, Onyx or any affiliate, of a petition in bankruptcy, the adjudication of Seller, Onyx or any affiliate as insolvent or bankrupt, the petition or application by Seller, Onyx or any affiliate for any receiver or trustee for itself or any substantial part of its property, the commencement by Seller, Onyx or any affiliate of any proceeding relating to it under any reorganization, arrangement, dissolution or liquidation law, or the initiation of any such proceeding against Seller, Onyx or any affiliate, if Seller, Onyx or such affiliate indicates by any act its consent thereto or if such proceeding is not dismissed within sixty (60) days;
v. Buyer shall reasonably determine that Seller is or will be unable to meet its commitments under this Agreement, and such failure shall continue beyond the date specified in a written notice notifies Seller of such default from Directordetermination, which date and Seller shall be no earlier than not have responded with appropriate information to the third contrary to the satisfaction of Buyer within thirty-six (3rd36) day after hours;
vi. Seller or Onyx violates any law or any regulation promulgated pursuant to any such law that relates to the effective date of such noticePurchased Securities;
vii. Notwithstanding the foregoinga final, non-appealable judgment by any competent court in the event there occurs two (2) defaults in United States of America for the payment of Rent money in an amount of at least $100,000 is rendered against Onyx, Seller or other payment any affiliate thereof, and the same remains undischarged for a period of sixty (60) days after the entry thereof, during which period the Termexecution of such judgment is not effectively appealed or otherwise stayed;
viii. in the reasonable judgment of Agent, thereafter Tenant a Material Adverse Change shall have occurred with respect to Onyx and/or Seller;
ix. any Change of Control with respect to Seller or Onyx shall have occurred, unless Buyer shall have expressly consented to such Change of Control in writing, which consent shall not be entitled tounreasonably withheld;
x. any representation or warranty made by Seller in this Agreement shall have been incorrect or untrue in any material respect when made or repeated or when deemed to have been made or repeated, and City Buyer's interests shall have no obligation been materially adversely affected by such breach;
xi. Seller shall breach in any material respect any covenant made by it in this Agreement and Buyer's interests shall have been materially adversely affected by such breach;
xii. there shall occur an event of default or a default which with notice, the passage of time, or both, shall constitute an event of default by Onyx or Seller with respect to giveany normal and customary covenants (including, notice without limitation, an Act of Insolvency of Onyx or Seller, as applicable, or the failure of Onyx or Seller, as applicable, to make required payments as they become due) under any note, instrument, debt contract or agreement, servicing agreement, other agreement or lease to which Onyx or Seller, as applicable, is a party and under which the obligations of Onyx or Seller, as applicable, total at least (A) $1,000,000 in the case of any further defaults agreement concerning leasehold improvements or equipment financing or any lease, or (B)$500,000 in the payment case of Rent any other note, instrument, debt contract or agreement, servicing agreement or other paymentagreement, provided that such default: (i) entitles any creditor or obligee of Onyx or Seller, as applicable, to accelerate or declare immediately due an amount of at least (A) $1,000,000 in the case of any agreement concerning leasehold improvements or equipment financing or any lease, or (B)$500,000 in the case of any other note, instrument, debt contract or agreement, servicing agreement or other agreement; or (ii) otherwise results in a Material Adverse Change with respect to Onyx or Seller;
xiii. In such event, there Seller or Onyx shall be deemed to occur have received a "going concern" letter from its accounting firm; or
xiv. a Servicer Default shall have occurred.
b. Upon the occurrence and during the continuance of an Event of Default immediately upon Tenant’s failure by Seller, in addition to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute provisions of the United States or Master Repurchase Agreement:
i. If the proceeds of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part sale of the federal bankruptcy lawsPurchased Securities are insufficient to cover (A) the costs and expenses incurred by Buyer in connection with such sale and (B) the payment in full of Seller's outstanding obligations to Buyer under this Agreement, or an action under then Seller shall remain liable for any present or future insolvency law or statute, deficiency.
ii. Buyer shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises incur no liability as a result of the sale of any act or omission of Tenant, and shall not be discharged or contested Purchased Securities at any private sale. Seller hereby waives any claims against Buyer arising by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies reason of the policies fact that the price at which any Purchased Securities may have been sold at such a private sale was less than the price that might have been obtained therefor at a public sale or certificates was less than the aggregate amount of Seller's outstanding obligations to City as required herein; or
(i) Tenant shall fail Buyer under this Agreement, even if Buyer accepts the first offer received and does not offer the Purchased Securities to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementofferee; provided, however, that nothing herein Buyer shall present to Seller any bids that Buyer receives on any Purchased Securities in connection with any such private sale and shall allow Seller to submit, no later than the Seller's Bid Submission Deadline, a bid for such Purchased Securities that is not less than the amount of the highest such bid that shall have been so presented to Seller.
iii. The proceeds of any sale of all or any part of the Purchased Securities shall be deemed applied by Buyer in the following order of priority: first, to imply that Tenant shall be entitled the payment of the costs and expenses of such sale and all expenses (including the reasonable fees and expenses of counsel), liabilities and advances made or incurred by Buyer in connection therewith; second, to additional notice the payment of the Price Differential due or cure rights with respect past due; third, to the payment of the Repurchase Price of all Purchased Securities; fourth, to the payment of all other amounts owing under this Agreement; and fifth, to Seller, or to such default other than person as a court of competent jurisdiction may be provided in direct, the payment of any surplus then remaining from such other agreementproceeds.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall will constitute a breach default hereunder:
A. Tenant fails to make any payment within three (3) business days after the same is due hereunder. Landlord agrees that it will apply the Security Deposit to cure such failure in full, and Tenant shall not be in default hereunder unless it fails to replenish the Security Deposit as required under Section 7.1 above. If the Security Deposit is not sufficient to cure such failure in full, Tenant shall be in default hereunder if its fails to pay such shortfall to Landlord within three (3) business days after notice thereof from Landlord.
B. Tenant voluntarily assigns this Lease or subleases the Premises, or any part thereof, without the prior written approval of Landlord, except as expressly provided in Section 22 hereof.
C. Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually fails to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of cure such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after notice thereof in writing to Tenant.
D. Tenant files a petition in bankruptcy or for reorganization or for an arrangement pursuant to the filing thereof; or
(d) There shall occur a Transfer without the prior approval Bankruptcy Act of the City; or
(e) Tenant shall voluntarily abandon, desert United States or vacate the Premises; or
(f) Any lien shall be filed against adjudicated a bankrupt or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the Premises adjudication of Tenant as a result bankrupt pursuant to the Bankruptcy Act of the United States or any act similar federal or omission of Tenant, state law is filed and such petition or answer shall not be discharged or contested by Tenant in good faith by proper legal proceedings denied within twenty sixty (2060) calendar days after receipt the date of notice thereof filing thereof.
E. A receiver, trustee or liquidator of Tenant or of all or substantially all the property of Tenant or of its interest in the Premises shall be appointed in any proceeding brought by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replaceif any such receiver, the Deposit trustee or liquidator shall be appointed in any proceeding brought against Tenant and if such receiver, trustee or liquidator shall not be discharged within sixty (60) calendar days after such appointment.
F. The Premises shall have been abandoned or left unoccupied for twenty-five (25) consecutive calendar days.
G. The occurrence of any other event which is defined as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth a default elsewhere in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (together with the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt passage of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsapplicable grace period, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementwithout cure.
Appears in 1 contract
Event of Default. The occurrence In addition to any other provision of any one or more this Lease that expressly provides that a particular event shall constitute an "Event of Default" by Tenant under this Lease, each of the following events shall constitute an "Event of Default" hereunder by Tenant and shall constitute a breach of this Lease and an “Event shall be subject to the notice provisions set forth in Section 25.5 hereof (except as may be expressly stated therein):
25.1.1. If, at any time during the Term of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rentthis Lease, Tenant, or any guarantor of any of Tenant's obligations hereunder (a "Guarantor") or any partner of Guarantor, or any principal of any Guarantor, or any franchisor of rights to make Tenant relating to the Permitted Use of the Premises (a "Franchisor") (collectively "Related Parties" and individually, a "Related Party"), shall file in any other payment required hereundercourt, when due pursuant to Cityany statute of either the United States or of any State, and such failure shall continue beyond a petition in bankruptcy or insolvency, or for reorganization or arrangement, or for the date specified in appointment of a written notice receiver or trustee of such default from Directorall or any portion of Tenant's or any Related Parties' property, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingincluding, without limitation, its leasehold interest in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolventPremises, or shall take the benefit of if Tenant or any present or future insolvency statute, or Related Party shall make a general an assignment for the benefit of creditors, its creditors or file a voluntary petition in bankruptcy, petitions for or a petition or answer seeking enters into an arrangement for with its reorganizationcreditors.
25.1.2. If, at any time during the Term of this Lease, there shall be filed against Tenant or the readjustment of its indebtedness under the federal bankruptcy lawsany Related Party, or under in any other law or courts pursuant to any statute of the United States or of any state thereofState, a petition in bankruptcy or insolvency, or consent to for reorganization, or for the appointment of a receiverreceiver or trustee of all or a portion of Tenant's or any Related Party's property, trusteeincluding, without limitation, its leasehold interest in the Premises.
25.1.3. If Tenant's leasehold interest in the Premises or property therein shall be seized under any levy, execution, attachment or other process of court, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against if Tenant's leasehold interest in the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested is sold by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orjudicial sale.
(g) 25.1.4. If Tenant shall fail to providepay, maintainwhen due, increaseany Rents payable hereunder or portion thereof, or replaceany other sum due to Landlord from Tenant hereunder.
25.1.5. If the Premises or any portion thereof are used or permitted to be used for any Restricted Uses or other purpose, or for the Deposit as required herein; orconduct of any business or activity not permitted by this Lease, or Tenant, at any time during the Term of this Lease, fails to comply with standards of quality control which may be established by Landlord, at Landlord's sole and absolute discretion, from time to time.
(h) 25.1.6. If Tenant removes or attempts to remove, or manifests an intention to remove, Tenant's property from or out of the Premises, other than in the usual and ordinary course of Tenant's business, without the prior written consent and approval of Landlord and without having first paid to Landlord all Rents which may become due during the entire Term of this Lease.
25.1.7. If any assignment or transfer shall be made or deemed to be made that is in violation of any of the provisions of this Lease.
25.1.8. If Tenant shall fail to obtain and maintain the insurance required hereunderabide by, comply with or provide copies conform to any applicable laws or with any of the policies rules and regulations established and promulgated by Landlord or certificates the Association with respect to City as required herein; orDowntown Celebration, the Common Property or the Premises and such failure continues beyond the shorter of the notice period provided in Section 25.5 below or the cure period provided by the applicable the applicable law, rule or regulation or the applicable notice of violation thereof.
(i) 25.1.9. If Tenant shall fail to keepcomply with any other term, perform and observe each and every other promiseprovision, covenant and agreement set forth in or condition of this Lease.
25.1.10. If any franchise or other agreement which grants to Tenant the right to operate the Premises for the Permitted Use or utilize the name under which Tenant is obligated to operate its business hereunder, and is terminated by either party to such failure agreement, or the person or entity granting such rights to Tenant assigns, sells, conveys or otherwise transfers any of its rights thereunder to any third party or entity, in whole or in part (other than as security for financing obtained by such party) without Landlord's prior consent.
25.1.11. If Tenant shall continue for suffer a period of more than three (3) days after delivery material adverse change in Tenant's business or financial condition, as indicated by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of timeannual financial statements provided to Landlord, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Noticeany, or thereafter fails as otherwise becomes apparent to diligently prosecute such cure, Landlord.
25.1.12. Any default or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used breach by Tenant of Tenant's covenants or obligations under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default be deemed to be an Event of Default under any other lease or agreement between Tenant and City, including the Other Agreements, if any, Landlord or Tenant and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementany of Landlord's Affiliates.
Appears in 1 contract
Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder:
(ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal of, interest on or other payment during charges in respect of this Note, or any other note issued by the TermBorrower for the benefit of the Lender, thereafter Tenant as and when the same shall not be entitled tobecome due and payable;
(ii) Borrower shall fail to observe or perform any other material covenant, and City shall have no obligation to giveagreement or warranty contained in, notice or otherwise commit any breach or default of any further defaults in provision of this Note or any other agreement between the payment of Rent or other payment. In such event, there Borrower and the Lender;
(iii) There shall be deemed to occur an Event a breach of Default immediately upon Tenant’s failure to duly any of the representations and punctually pay Rent warranties set forth in this Note or other payment hereunderany transaction document executed contemporaneously herewith; or
(biv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any state of the foregoing.
(b) Upon the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note, with any unpaid interest thereof, or consent in full. In the event that full payment is not made upon the expiry of the five (5) day period, a default penalty equal to two percent (2%) of the appointment Face Amount per month during the period of Default (the “Default Penalty”). Lender may then, at its sole discretion declare the entire then outstanding Face Amount of this Note together with any unpaid interest and the Default Penalty immediately due and payable (a receiver“Default Declaration”), trusteein which event the Lender may, or liquidator of at its sole discretion take any or substantially all of its property; oraction it deems necessary to recover amounts due under this Note.
(c) A petition under any part Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the federal bankruptcy lawsNote, or an action under any present or future insolvency law or statuteinterest thereon and the Default Penalty, the Lender shall be filed against Tenant entitled to recover all of its costs, fees (including without limitation, reasonable attorney’s fees and shall not be dismissed within thirty (30) days after disbursements), and expenses relating collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the filing thereof; orNote and any transaction document entered into contemporaneously herewith.
(d) There The failure of Lender to exercise any of its rights hereunder in any particular instance shall occur not constitute a Transfer without the prior approval waiver of the City; or
(e) Tenant shall voluntarily abandon, desert same or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant other right in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default Lender or any subsequent holder. Lender need not provide and Borrower hereby waives any presentment, demand, protest or other than as notice of any kind, and Lxxxxx may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided in such other agreementcumulative.
Appears in 1 contract
Samples: Demand Promissory Note (Amarantus Bioscience Holdings, Inc.)
Event of Default. The occurrence Without limiting the other terms and provisions of any one or more this Sublease Agreement, each of the following events shall constitute an event of default by Sublessee under this Sublease Agreement (each a breach of this Lease and an “Event of Default” hereunder:”):
(a) Tenant shall fail duly and punctually if Sublessee fails to pay Rent, Rent or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolventif Sublessee fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Sublessee under this Sublease Agreement (other than the obligation to pay Rent) for a period of thirty (30) days after Sublessor’s delivery to Sublessee of written notice of such default; provided however, that if the default cannot, by its nature, be cured within such thirty (30) day cure period, then Sublessor shall take the benefit of any present or future insolvency statutenot exercise its remedies under Section 12 unless such default remains uncured for more than sixty (60) days after Sublessor’s notice, or shall make a general or
(c) If Sublessee makes an assignment for the benefit of creditors, or file files a voluntary petition in bankruptcyunder any state or federal bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency is filed against Sublessee under any state or federal bankruptcy or insolvency law that is not dismissed within ninety (90) days, or whenever a petition is filed by or answer seeking an arrangement for its reorganization, or against (to the readjustment of its indebtedness extent not dismissed within ninety (90) days) Sublessee under the federal bankruptcy laws, or under any other law or statute reorganization provisions of the United States Bankruptcy Code or under the provisions of any state thereoflaw or like import, or consent to the appointment of whenever a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after by Sublessee under the filing thereof; or
(d) There shall occur a Transfer without the prior approval arrangement provisions of the City; or
(e) Tenant shall voluntarily abandonUnited States Bankruptcy Code or similar law, desert or vacate whenever a receiver of Sublessee, or of, or for, the Premises; or
(f) Any lien property of Sublessee shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increaseappointed, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, Sublessee admits it is insolvent or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured able to pay its debts as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthey mature.
Appears in 1 contract
Samples: Sublease Agreement (Datalink Corp)
Event of Default. The occurrence If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all collection costs and fees incurred by the holder, including reasonable attorneys' fees. This note is performable in Houston, Xxxxxx County, Texas, and Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note, jointly and severally waive the right to be sued hereon elsewhere. This note shall be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States of America. Maker and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this note jointly and severally waive presentment and demand for payment, protest, notice of protest and non-payment of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, and grace, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the holder. Maker acknowledges and understands that under the laws of the State of Texas, unless waived, Maker has the right to notice of Payee's intent to accelerate the indebtedness evidenced by this note, the right to notice of the actual acceleration of the indebtedness evidenced by this note, and the right to presentment of this note by Payee's demand for payment. Maker acknowledges that it understands that it can waive these rights and by Maker's execution of this note it agrees to waive its right to notice of intent to accelerated, its right to notice of acceleration, and its right to presentment or other demand for payment. The holder shall similarly have the right to deal in any way, at any time, without one or more of the following events shall constitute a breach foregoing parties without notice to any other party, and to grant any such party and extensions of this Lease and an “Event time for payment of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rentany of said indebtedness, or to make release part or all of the collateral securing this note, or to grant any other payment required indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder. Maker hereby authorizes the holder hereof to endorse on the Schedule attached to this note or any continuation thereof, when due all advances made to City, Maker hereunder and such failure shall continue beyond all payments made on account of the date specified in a written notice of such default from Directorprincipal thereof, which date endorsements shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent prima facie evidence as to the appointment outstanding principal amount of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementnote; provided, however, any failure by the holder hereof to --------------- Initialled for Identification make endorsement shall not limit or otherwise affect the obligations of Maker under the Agreement or this note. DRIL-QUIP, INC. By: ------------------------------- J. Xxxx Xxxxxx, Vice President ----------------- Initialled for Identification EXHIBIT R --------- FORM OF NOTICE OF FOURTH ADVANCING CREDIT BORROWING _________________, 00___ XXXX XXX, XXXXX, NATIONAL ASSOCIATION 000 Xxxxxx Xxxxxx Houston, Texas 77002 Attention: ____________________ Gentlemen: The undersigned is an Authorized Financial Officer of Dril-Quip, Inc., a Texas corporation ("Borrower") , and as such is authorized to make and deliver this Notice of Fourth Advancing Credit Borrowing pursuant to Section 3.25 of that nothing herein shall be deemed certain Credit Agreement dated March 30, 1994 as amended by that certain First Amendment to imply Credit Agreement dated December 20, 1994, that Tenant shall be entitled certain Second Amendment to additional notice or cure rights with respect Credit Agreement dated December 13, 1995 and that certain Third Amendment to such default other than Credit Agreement dated February 14, 1997 (as may be provided further amended from time to time, the "Credit Agreement"), by and between BANK ONE, TEXAS, NATIONAL ASSOCIATION ("Lender") and Borrower. All terms defined in such other agreement.the Credit Agreement shall have the same meaning herein. Borrower hereby requests a Borrowing under the Fourth Advancing Credit Loan from Lender in accordance with Section 3.25 of the Credit Agreement. In connection with the foregoing and pursuant to the terms and provisions of the Credit Agreement, the undersigned hereby certifies that:
Appears in 1 contract
Samples: Credit Agreement (Dril-Quip Inc)
Event of Default. The occurrence of any Any one or more of the following events shall constitute a breach is an Event of this Lease and an “Default ("Event of Default” hereunder:") under this Agreement.
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur There is an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or as defined under any of the other payment hereunder; orLoan Documents.
(b) Tenant shall become insolventBorrower fails to pay the principal of or any installment of interest on the Note, within five days of the date due, whether at scheduled maturity, by acceleration, or otherwise.
(c) Borrower shall take the benefit of file a voluntary petition in bankruptcy or such a petition shall be filed against Borrower and is not dismissed within 60 days after filing; or if Borrower shall file any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency statuteor other relief for debtors; or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Borrower or of all or any part of the collateral encumbered by the Pledge Agreement or the Second Legal Charge, or shall make a any general assignment for the benefit of creditors, or file a voluntary petition shall admit in bankruptcywriting his inability to pay his debts generally as they become due.
(d) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition or answer filed against Borrower seeking an arrangement for its any reorganization, dissolution or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action similar relief under any present or future insolvency federal, state or other statute, law or statuteregulation relating to bankruptcy, insolvency or other relief for debtors and such order, judgment or decree shall remain unvacated and unstayed for an aggregate of 60 days (whether or not consecutive) from the first date of entry thereof; or any trustee, receiver or liquidator of Borrower or of all or any part of the collateral encumbered by the Pledge Agreement or Second Legal Charge, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer appointed without the prior approval consent or acquiescence of the City; orBorrower and such appointment shall remain unvacated and unstayed for an aggregate of 60 days (whether or not consecutive).
(e) Tenant shall voluntarily abandonThe actual or attempted conveyance, desert assignment, transfer, mortgage, pledge, encumbrance, hypothecation or vacate other disposition of the Premises; orLondon Residence or the Pledged Securities, or Borrower's rights under this Agreement, in violation of the terms of this Agreement or any of the other Loan Documents without the prior written consent of Lender.
(f) Any lien shall be filed against Borrower fails to perform or comply with any obligation, covenant, obligation or other term under this Agreement, the Premises as a result of any act Note, the First Legal Charge, the Second Legal Charge, or omission of Tenantthe Pledge Agreement, and shall that default is not be discharged or contested by Tenant in good faith by proper legal proceedings rectified within twenty (20) days after receipt of notice thereof by Tenant; or14 days.
(g) Tenant shall fail Borrower is unable to provide, maintain, increase, pay their debts as they fall due or replace, their contingent and actual liabilities exceed the Deposit as required herein; orvalue of their assets.
(h) Tenant shall fail to obtain and maintain Borrower enters into any compromise or arrangement with their creditors or if they propose or enter into an Individual Voluntary Arrangement as outlined in the insurance required hereunder, Insolvency Xxx 0000 or provide copies of the policies or certificates to City as required herein; orsimilar procedure.
(i) Tenant shall fail to keep, perform Borrower has a statutory demand served on them and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for that demand is not withdrawn within 14 days or a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; orbankruptcy petition is presented against them.
(j) Tenant shall use Borrower has a winding up petition presented against them on the basis that they are an unregistered company or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; orpartnership.
(k) There shall occur a default under A creditor or any other agreement between Tenant third party registers any charge, caution or other encumbrance against Borrower's property, or any judgment or order for more than (pounds)750 is obtained and City, including the Other Agreements, if any, and such default that order or judgment is not cured as may be provided in such agreement; providedwithdrawn, however, that nothing herein shall be deemed set aside or satisfied within 21 days.
(l) Borrower agrees to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementsell the London Residence and/or the Pledged Shares without Lender's written consent.
Appears in 1 contract
Samples: Loan Agreement (Avenue a Inc)
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach be considered an event ---------------- of this Lease and default (an “"Event of Default” hereunder") under this Lease:
(a) Tenant shall fail duly A default in the due and punctually to pay Rent, punctual payment of any Net Rent or to make Additional Rent payable under this Lease or any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third part thereof within ten (3rd10) day days after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant same shall not be entitled to, become due and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderpayable; or
(b) A default by the Tenant in the performance of or compliance with any of the covenants, agreements, terms or provisions contained in this Lease, other than those referred to in the preceding subdivision (a), provided that the Tenant shall become insolventhave 30 days after written notice from the Landlord of such default to cure such default and provided further that in connection with a default not susceptible of being cured with due diligence within such 30 day period, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute time of the United States or of any state thereofTenant within which to cure the same shall be extended for such time as may be necessary to cure the same with all due diligence, or consent provided the Tenant -------- commences promptly and proceeds diligently to cure the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertysame; or
(c) A petition under any part Abandonment by the Tenant of the federal bankruptcy laws, Demised Premises or an action under any present or future insolvency law or statute, shall be filed against if the Demised Premises are vacated by the Tenant and shall not be dismissed within thirty for a period of fifteen (3015) days after without the filing thereofprior written consent of the Landlord; or
(d) There shall occur The filing by the Tenant of a Transfer without petition under the prior approval United States Bankruptcy Code or the entry of an order for relief against the Tenant as a debtor in any proceeding pending under the United States Bankruptcy Code, or the filing by the Tenant of any petition or other pleading seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law or the seeking, consenting or acquiescing in the appointment of any trustee, receiver or liquidator of the CityTenant or of all or any substantial part of its properties or of the Demised Premises; or
(e) Any action by Tenant shall voluntarily abandon, desert to dissolve or vacate cease operations. This lease requires that the PremisesTenant immediately provide Landlord notice of its intent to dissolve or cease operations; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings If within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) 60 days after the giving commencement of any proceeding against the Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other statute or law, such proceeding shall not have been dismissed, or if, within 60 days after the appointment, without the consent or acquiescence of the First Notice; or
(j) Tenant shall use Tenant, of any trustee, receiver or give its permission to any person to use any portion liquidator of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeTenant, or of all of any purpose substantial part of its properties or of the Demised Premises, such appointment shall not approved by Director; or
(k) There have been vacated or stayed on appeal or otherwise, or if, within 60 days after the expiration of any such stay, such appointment shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhave been vacated.
Appears in 1 contract
Samples: Lease (Aristotle Corp)
Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and an “Event law or pursuant to any judgment, decree or order of Default” hereunder:any court, or any order, rule or regulation of any administrative or governmental body):
(ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal of, interest on or other payment during charges in respect of this Debenture, as and when the Termsame shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);
(ii) The Borrower or any subsidiary of Borrower listed on Schedule 2.7 of the A&R Securities Purchase Agreement (each, thereafter Tenant a “Subsidiary”) shall not be entitled tofail to observe or perform any other material covenant, and City shall have no obligation to giveagreement or warranty contained in, notice or otherwise commit any breach or default of any further defaults in the payment provision of Rent this Debenture or other payment. In such eventany Loan Document to which it is a party;
(iii) The Borrower or any Subsidiary, shall commence, or there shall be deemed commenced against the Borrower or any Subsidiary any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower or any Subsidiary commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent the Borrower or Subsidiary or there is commenced against the Borrower or Subsidiary any such bankruptcy, insolvency or other payment hereunderproceeding which remains undismissed for a period of 60 days; or
(b) Tenant shall become insolvent, or shall take the benefit Borrower or Subsidiary is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower or Subsidiary suffers any appointment of any present custodian, private or future insolvency statute, court appointed receiver or shall make the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Borrower or Subsidiary makes a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, ; or the readjustment Borrower or Subsidiary shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or by any act or failure to act expressly indicate its consent to, approval of its indebtedness under the federal bankruptcy laws, or under acquiescence in any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower or Subsidiary for the purpose of effecting any state thereof, or consent to of the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertyforegoing; or
(civ) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, The Borrower or any purpose not approved by Director; or
Subsidiary shall default (ksubject to all applicable cure periods) There shall occur a default in any of its secured obligations under any other debenture or any mortgage, credit agreement between Tenant and Cityor other facility, including indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any leasing or factoring arrangement of the Other AgreementsBorrower, if any, whether such indebtedness now exists or shall hereafter be created and such default is not cured as may be provided shall result in such agreement; providedindebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, howeverthen, that nothing herein in any such event, a default by Borrower shall be deemed to imply that Tenant occur under this Debenture, which, unless such default is cured (in the case of clause (i) or (ii) of this paragraph (a) only) by Borrower within five business days from delivery of notice (an “Event of Default Notice”) to Borrower of such default, shall be entitled deemed, for the purposes of this Debenture, to additional be an “Event of Default.”
(b) Following an Event of Default, the Interest Rate shall increase to 24.99% per annum (but not exceeding the maximum rate permitted by law) immediately following such Event of Default. During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and has not been cured by the Borrower, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Lender's election, immediately due and payable. The Lender need not provide and the Borrower hereby waives any presentment, demand, protest or other notice or cure of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights with respect and remedies hereunder and all other remedies available to such default other than as may be provided in such other agreementit under applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Compliance Systems Corp)
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and be deemed an “"Event of Default” hereunder":
(a) Tenant a. Any Obligated Party shall fail duly and punctually to pay Rentwhen due the Obligations or any part thereof and such default in payment is not cured within five (5) days after written notice of same is sent to Borrower.
b. Any representation or warranty made or deemed made by any Obligated Party (or any partner of Borrower) in any Loan Document or in any certificate, report, notice or financial statement furnished at any time in connection with this Agreement shall be false, misleading or erroneous in any material respect when made or deemed to make have been made.
c. Any Obligated Party shall fail to perform, observe or comply with any covenant, agreement or term contained in this Agreement or any other Loan Document (which does not involve the payment required hereunder, when due to Cityof monetary Obligations covered by Section 8.1a. above), and such failure shall continue beyond the date specified in a to perform, observe or comply is not fully cured within fifteen(15) days after written notice of same is sent to Borrower; provided, however, that if the default described within this section 8.1c. is of such default from Director, which date shall a nature that it cannot possibly be no earlier than the third cured by anyone within such fifteen (3rd15) day after the effective date of period, then such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant failure shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur constitute an Event of Default immediately upon Tenant’s hereunder, if Borrower commences the curing of the failure within such fifteen (15) day period, and thereafter diligently prosecutes the curing of the same to duly completion, and punctually pay Rent provides to the Lender written evidence of such actions, provided that if such default still remains uncured after thirty (30) days from the date such original notice from Lender was sent, then such failure shall constitute an Event of Default hereunder, notwithstanding.
d. Any Obligated Party shall commence a voluntary proceeding seeking liquidation, reorganization or other payment hereunder; or
(b) Tenant shall become insolventrelief with respect to itself 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 a substantial part of its property or shall take consent to any such relief or to the benefit appointment of or taking possession by any present or future insolvency statute, such official in such a proceeding commenced against it or shall make a general assignment for the benefit of creditorscreditors or shall generally fail to pay its debts as they become due or shall take any partnership action to authorize any of the foregoing.
e. Any involuntary proceeding shall be commenced against any Obligated Party seeking liquidation, reorganization or file a voluntary petition in other relief with respect to it or its debts under any bankruptcy, insolvency or a petition other similar law now or answer hereafter in effect or seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a trustee, receiver, trusteeliquidator, custodian or liquidator of any other similar official for it or substantially all a substantial part of its property; or, and such involuntary proceeding shall remain undismissed and unstayed for a period of forty-five (45) days.
f. Any Obligated Party shall fail to discharge within a period of forty-five (c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (3045) days after the filing thereof; orcommencement thereof any attachment, sequestration or similar proceeding against any of its assets or properties to the extent enforcement would have a material adverse effect on the financial condition of such Obligated Party.
(d) There g. Any Obligated Party shall occur fail to satisfy and discharge promptly any judgment against it after the judgment becomes final to the extent enforcement would have a Transfer without material adverse effect on the prior approval financial condition of such Obligated Party.
h. This Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Obligated Party, or any Obligated Party shall deny that it has any further liability or obligation under any of the City; orLoan Documents.
(e) Tenant i. The sale, voluntary encumbrance or other unauthorized transfer of the Property without Lender's prior written consent.
j. Any Obligated Party shall voluntarily abandon, desert or vacate the Premises; orcease to exist.
(f) Any lien shall be filed against the Premises as a result k. The occurrence of any act or omission "Event of Tenant, Default" as that term is defined in the Deed of Trust.
l. The occurrence of any "Event of Default" as that term is defined in the Revolving Line of Credit Loan Agreement.
m. Borrower shall fail to satisfy any financial covenant as set forth in Section 6.21 hereof and shall such failure is not be discharged or contested by Tenant in good faith by proper legal proceedings cured within twenty fifteen (2015) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails same is sent to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementBorrower.
Appears in 1 contract
Event of Default. The occurrence An Event of Default shall be deemed to have ---------------- occurred and may be declared by the Pledgee upon the happening of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderevents:
(a) Tenant An "Event of Default" under the Purchase Agreement or any agreement or note related to the Purchase Agreement shall fail duly have occurred and punctually to pay Rentbe continuing beyond any applicable cure period;
(b) Any Pledgor shall default in the performance of any of its obligations under any agreement between any Pledgor and Pledgee, or to make any other payment required hereunderincluding, when due to Citywithout limitation, this Agreement, and such failure default shall continue beyond the date specified in not be cured for a written notice period of such default from Director, which date shall be no earlier than the third thirty (3rd30) day business days after the effective date occurrence thereof;
(c) Any representation or warranty of such notice. Notwithstanding the foregoingany Pledgor made herein, in the event there occurs two (2) defaults Purchase Agreement or in the payment of Rent any agreement, statement or other payment during the Term, thereafter Tenant certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect and shall not be entitled tocured for a period of thirty (30) business days after the occurrence thereof;
(d) Any portion of the Collateral is subjected to levy of execution, and City shall have no obligation to giveattachment, notice of any further defaults in the payment of Rent distraint or other payment. In such event, there shall be deemed to occur an Event judicial process; or any portion of Default immediately upon Tenant’s failure to duly and punctually pay Rent the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other payment hereunderright or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of thirty (30) business days after the occurrence thereof; or
(be) Tenant Any Pledgor shall become insolvent(i) apply for, consent to, or shall take suffer to exist the benefit of any present or future insolvency statuteappointment of, or shall the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a voluntary petition in bankruptcyseeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or a fail to have dismissed, within ninety (60) days, any petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness filed against it in any involuntary case under the federal such bankruptcy laws, or under (vii) take any other law or statute action for the purpose of effecting any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementforegoing.
Appears in 1 contract
Event of Default. The In the event of the occurrence with respect to a party of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderfollowing:
(a) Tenant shall fail duly and punctually to pay Rent, or to make upon any other payment required hereunder, when due to City, and such failure shall continue beyond default by the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults party in the payment of Rent any indebtedness or other payment during the Term, thereafter Tenant shall not be entitled toperformance of any obligation under this Agreement, and City shall have no obligation the failure of the party to give, notice of cure any further defaults such default in the payment of Rent any monies required hereby within thirty (30) days after receipt of written notice thereof from the other party, or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s the failure to duly and punctually pay Rent or cure any such default in the performance of any other payment hereunderobligation within sixty (60) days after receipt of written notice thereof from the other party; or
(b) Tenant if the interest of a party in this Agreement shall become be the subject of a levy or attachment and such levy and attachment shall not have been discharged within sixty (60) days thereafter; or
(c) if a decree or order by a court of competent jurisdiction shall have been entered adjudging a party a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of or arrangement by such party under the Bankruptcy and Insolvency Act (Canada) or any other similar applicable law, and such decree or order shall take have continued undischarged and unstayed for a period of sixty (60) days; or a decree or order of a court of competent jurisdiction for the benefit appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of a party or any present of its property, or future for the compulsory winding-up of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
(d) if a party shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or an arrangement under the Bankruptcy and Insolvency Act or any other similar applicable law, or shall consent to the appointment of a receiver or trustee or assignee in bankruptcy or insolvency statuteof it or of its property, or shall make a general an assignment for the benefit of creditors, or file a voluntary petition shall admit in bankruptcywriting its inability to pay its debts generally as they become due, or corporate action shall be taken by a petition or answer seeking an arrangement for its reorganizationparty in furtherance of any of the aforesaid purposes; then the other party, or the readjustment of its indebtedness under the federal bankruptcy laws, or under without prejudice to any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statuteremedy it may have, shall be filed against Tenant and shall not be dismissed within thirty (30) days after have the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail right to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in terminate this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 1 contract
Samples: Coal Lease (Cardero Resource Corp.)
Event of Default. The occurrence If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Makers agree to pay all collection costs and fees incurred by the holder, including reasonable attorneys' fees. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE IS PERFORMABLE IN CADDO PARISH, LOUISIANA. Each Maker and each surety, guarantor, endorser, and other party ever liable for payment of any sums of money payable on this Note jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the following events shall constitute a breach foregoing parties without notice to any other party, and to grant any such party any extensions of this Lease and an “Event time for payment of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rentany of said indebtedness, or to make release or substitute part or all of the collateral securing this Note, or to grant any other payment required indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder, when due . Each Maker hereby authorizes the holder hereof to City, record in its internal records all advances made to Makers hereunder and such failure shall continue beyond all payments made on account of the date specified in a written notice of such default from Directorprincipal hereof, which date recordings shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent prima facie evidence as to the appointment outstanding principal amount of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreementNote; provided, however, that nothing herein any failure by the holder hereof to make any recording shall be deemed not limit or otherwise affect the obligations of Makers under the Agreement or this Note. CASTLE EXPLORATION COMPANY, INC. By:___________________________________ Xxxxxxx X. Xxxxxxxxx Vice President CASTLE TEXAS PRODUCTION LIMITED PARTNERSHIP By: CASTLE PRODUCTION COMPANY, Its General Partner By:_____________________________ Xxxxxxx X. Xxxxxxxxx Vice President CASTLE TEXAS PIPELINE LIMITED PARTNERSHIP By: CASTLE TEXAS PIPELINE COMPANY, Its General Partner By:___________________________ Xxxxxxx X. Xxxxxxxxx Vice President CEC GAS MARKETING LIMITED PARTNERSHIP By: CEC MARKETING COMPANY, Its General Partner By:____________________________ Xxxxxxx X. Xxxxxxxxx Vice President DA963310142 112696 v2 393:3087-29 TERM NOTE $4,950,000.00 Shreveport, Louisiana November 26, 1996 FOR VALUE RECEIVED, the undersigned, CASTLE EXPLORATION COMPANY, INC., a Pennsylvania corporation, CASTLE TEXAS PRODUCTION LIMITED PARTNERSHIP, a Texas limited partnership, CASTLE TEXAS PIPELINE LIMITED PARTNERSHIP, a Texas limited partnership, CEC GAS MARKETING LIMITED PARTNERSHIP, a Texas limited partnership (collectively, the "Makers"), hereby jointly and severally promise to imply that Tenant shall be entitled pay to additional notice the order of COMERICA BANK-TEXAS ("Payee"), at the offices of COMMERCIAL NATIONAL BANK IN SHREVEPORT, a national banking association (together with any successor as provided in the Agreement, as hereinafter defined, the "Agent"), at its offices at 000 Xxxxx Xxxxxx, Post Office Box 21119, Shreveport, Caddo Parish, Louisiana, in lawful money of the United States of America, the principal sum of Four Million Nine Hundred Fifty Thousand and No/100 Dollars ($4,950,000.00), or cure rights with respect to such default other than so much thereof as may be advanced and outstanding hereunder, together with interest on the outstanding principal balance from day to day remaining at the rates specified herein, and on the dates provided in the Agreement referred to below. The outstanding principal balance hereof shall bear interest prior to maturity at a varying rate per annum which shall from day to day be equal to the lesser of (a) the maximum rate permitted by applicable law, or (b) the Applicable Rate (as defined in the Agreement referred to below) in effect from day to day, each such change in the rate of interest charged hereunder to become effective, without notice to Makers, on the effective date of each change in the Applicable Rate or the maximum rate permitted by applicable law, as the case may be. All past due principal and interest shall bear interest at the rate set forth in Article III of the Agreement referred to below. Interest on the indebtedness evidenced by this Note shall be computed on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day). This Note is a Term Note provided for in that certain Amended and Restated Loan Agreement dated of even date herewith among Makers, Castle Production Company, Castle Pipeline Company, CEC Marketing Company, Castle Energy Corporation, each of the banks or other agreementlending institutions or other Eligible Assignees (as defined therein) which is or may become a signatory thereto and any successors or assigns thereof (collectively, the "Lenders") and Agent (such Amended and Restated Loan Agreement as the same may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the "Agreement"). All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Agreement. Reference is hereby made to the Agreement for provisions affecting this Note including, but not limited to, provisions regarding interest rates, repayments, prepayments, Events of Default and Payee's rights as a result thereof. Maker may prepay the principal of this Note upon the terms and conditions specified in the Agreement.
Appears in 1 contract
Samples: Loan Agreement (Castle Energy Corp)
Event of Default. The occurrence or happening, at any time and from time to time, of any one or more of the following events shall immediately constitute a breach of this Lease and an “"Event of Default” hereunder" under this Note:
(a) Tenant Borrower shall fail duly and punctually fail, refuse or neglect to pay Rentand satisfy, in full and in the applicable method and manner required, any required payment of principal or interest or any other portion of the indebtedness evidenced by this Note as and when the same shall become due and payable, whether at the stipulated due date thereof, at a date fixed for payment, or to make at maturity, by acceleration or otherwise within two Business Days after notice from the Lender;
(b) The occurrence of any other payment required hereunderdefault, when due to City, and such failure shall continue beyond breach or event of default under this Note other than those described under Section 3.1(a) above within 20 Business Days after notice from the date specified in a written notice of such default from Director, which date shall be no earlier than the third Lender;
(3rdc) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice The occurrence of any further defaults in default, breach or event of default under any of the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderLoan Documents within 20 Business Days after notice from the Lender; or
(bd) Tenant Xxxxxxxx (i) shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general execute an assignment for the benefit of creditorscreditors or an admission in writing by Xxxxxxxx of Borrower's inability to pay, or file a voluntary petition in bankruptcyBorrower's failure to pay, debts generally as the debts become due; (ii) shall allow the levy against the Collateral or a petition or answer seeking an arrangement for its reorganizationany part thereof, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereofexecution, attachment, sequestration or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall other writ which is not be dismissed vacated within thirty (30) days after the filing thereoflevy; or
(diii) There shall occur allow the appointment of a Transfer without the prior approval receiver, trustee or custodian of Borrower or of the City; or
Collateral or any part thereof, which receiver, trustee or custodian is not discharged within sixty (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (12060) days after the giving appointment; (iv) files as a debtor a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance thereof; (v) files either a petition, complaint, answer or other instrument which seeks to effect a suspension of, or which has the effect of suspending any of, the rights or powers of Lender granted in this Note or in any of the First Noticeother Loan Documents; or
or (jvi) Tenant shall use allows the filing of a petition, case, proceeding or give its permission to other action against Borrower as a debtor under any person to use any portion Debtor Relief Law or seeks appointment of Airport a receiver, trustee, custodian or liquidator of Borrower or of the Terminal Buildings used by Tenant under this Lease for any illegal purposeCollateral, or any purpose not approved by Director; or
part thereof, or of any significant portion of Xxxxxxxx's other property and (ka) There shall occur a default under any Borrower admits, acquiesces in or fails to contest diligently the material allegations thereof, (b) the petition, case, proceeding or other agreement between Tenant and Cityaction results in the entry of an order for relief or order granting the relief sought against Borrower, including or (c) the Other Agreementspetition, if anycase, and such default proceeding or other action is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice permanently dismissed or cure rights with respect to such default other than as may be provided in such other agreementdischarged on or before the earlier of trial thereon or sixty (60) days next following the date of filing.
Appears in 1 contract
Event of Default. The occurrence During the existence and continuation of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually , issuance by the Administrative Agent on behalf of the Lenders of a receipt to any Person obligated to pay Rentany Capital Contribution to any Borrower shall be a full and complete release, or to make any other payment required hereunder, when due to Citydischarge, and acquittance to such failure shall continue beyond Person to the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice extent of any further defaults in amount so paid to the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment Administrative Agent for the benefit of creditorsthe Lenders, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and so long as such amount shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Transfer without the prior approval trustee, receiver or any other Person under any bankruptcy act or code, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the City; or
(e) Tenant shall voluntarily abandonLenders, desert is hereby authorized and empowered, during the existence and continuation of an Event of Default, on behalf of any Loan Party to endorse the name of any Loan Party upon any check, draft, instrument, receipt, instruction, or vacate other document, agreement or item, including, but not limited to, any item evidencing payment upon a Capital Contribution of any Person to any Loan Party coming into the Premises; or
(f) Any lien Administrative Agent’s or any Lender’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. The Administrative Agent on behalf of the Lenders is hereby granted an irrevocable power USActive 60330059.19 -71- of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of each Loan Party either before or after demand of payment on the Obligations but only during the existence and continuation of an Event of Default, as shall be filed against deemed by the Premises as a result Administrative Agent to be necessary or advisable, in the sole discretion, reasonably exercised, of any act the Administrative Agent, to preserve the security interests and Liens in the Capital Commitments or omission to secure the repayment of Tenantthe Obligations, and neither the Administrative Agent nor the Lenders shall not incur any liability, in the absence of gross negligence or willful misconduct, in connection with or arising from its exercise of such power of attorney. The application by the Lenders of such funds shall, unless Required Lenders shall agree otherwise in writing, be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit same as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementSection 3.04.
Appears in 1 contract
Event of Default. The occurrence following shall be deemed events of any one or more of the following events shall constitute a breach of this Lease and default hereunder (each an “Event of Default” hereunder:”):
(a) Tenant shall fail duly and punctually to pay Rent, or City fails to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure Lease Payment within three (3) days after the same is due and payable; or
(b) City attempts to remove, sell, transfer, or encumber the Equipment, except as expressly permitted herein; or
(c) City fails to observe, perform or commence performance of any of the other obligations required to be observed or performed by City hereunder within five (5) days of City's receipt of notice from Lessor; or
(d) City ceases doing business as a going concern; makes an assignment for the First Noticebenefit of creditors; admits in writing its inability to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated bankrupt or an insolvent; files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding; consents to or acquiesces in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets or properties, or thereafter fails if it or its shareholders shall take any action to diligently prosecute such cureeffect its dissolution or liquidation, or fails to actually cause such cure or, within one hundred twenty sixty (12060) days after the giving commencement of the First Notice; or
(j) Tenant any proceedings against City seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposenot have been dismissed, or if within sixty (60) days after the appointment without City's consent or acquiescence of any purpose trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementvacated.
Appears in 1 contract
Samples: Equipment Lease Agreement
Event of Default. If any Event of Default (as defined below) occurs, at the option and upon the written notice by the Majority Noteholders to the Company (which election and notice shall not be required in the case of an Event of Default under Section 7(d)), this Note shall accelerate and all principal and unpaid accrued interest shall be due and payable, and shall thereafter accrue interest at a rate of twelve (12) percent per annum. Lender may enforce payment of all amounts due and owing under this Note and exercise all remedies granted to it at law, in equity, or otherwise upon an Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”:
(a) Tenant shall fail duly and punctually a. The Company fails to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition principal due under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed this Note within thirty (30) days after the filing thereof; ordate that any such amount becomes due and payable, and such failure has continued for more than thirty (30) days after the Company’s receipt of written notice of such failure;
b. The Company fails, on at least three (d3) There shall occur a Transfer without consecutive Interest Payment Dates, to pay the prior approval interest due under this Note within ten (10) days after the applicable Interest Payment Date, and the Company fails to bring such interest payments current within thirty (30) days after the Company’s receipt of the City; orwritten notice requesting same;
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result c. The Company’s material breach of any act representation, warranty or omission of Tenantcovenant in this Note or the Purchase Agreement, and shall provided that the Company does not be discharged or contested by Tenant in good faith by proper legal proceedings correct such breach within twenty thirty (2030) days after receipt of written notice thereof by Tenantthereof;
d. The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or
e. An involuntary petition is filed against the Company (gunless such petition is dismissed or discharged within sixty (60) Tenant shall fail to provide, maintain, increasedays under any bankruptcy statute now or hereafter in effect), or replacea custodian, receiver, trustee, assignee for the Deposit as required herein; or
(h) Tenant shall fail benefit of creditors or other similar official is appointed to obtain and maintain the insurance required hereundertake possession, custody or provide copies control of any property of the policies or certificates to City as required herein; or
Company. (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”signature page follows); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 1 contract
Samples: Promissory Note (Phunware, Inc.)
Event of Default. The occurrence An "event of any one or more of the following events default" shall constitute a breach of this Lease and an “Event of Default” hereunderbe deemed to have occurred hereunder if:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and A default (as such failure shall continue beyond term is defined therein) occurs under the date specified in a written notice Deed of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderTrust; or
(b) Tenant shall become insolventBorrower breaches or fails timely and properly to observe, keep or shall take the benefit perform any covenant, agreement, warranty or condition herein required to be observed, kept or performed, other than those referred to in any other subsection hereof, if such failure continues for thirty (30) days after receipt b% Borrower of any present or future insolvency statute, or shall make a general assignment written notice and demand for the benefit performance of creditorssuch covenant, agreement, warranty or file a voluntary petition in bankruptcycondition, or a petition or answer seeking an arrangement for its reorganizationprovided that if Borrower shall within such thirty (30) day period commence action to cure such failure but is unable, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute by reason of the United States or nature of any state thereofthe performance required, or consent to cure same within such period, and if Borrower continues such action thereafter diligently and without unnecessary delays, Borrower shall not be in default-hereunder until the appointment expiration of a receiverperiod of time as may be reasonably necessary to cure such failure, trustee, provided further that in any event Borrower shall be in default hereunder if such failure is not cured on or liquidator before ninety (90) days after receipt by Borrower of any or substantially all of its propertythe above described written demand for performance; or
(c) A petition under Any involuntary, imposed, required, actual, threatened or pending revocation, suspension, termination, probation, restriction, limitation, forfeiture or refusal to remedy, any part License necessary or material to the operation of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereofPremises as a Facility; or
(d) There shall occur a Transfer without Any termination of or refusal to remedy any participation or eligibility in any third party payor program in which the prior approval Borrower presently participates or is eligible to participate and which is material to the operation or the financial condition of the CityPremises (other than with respect to any third party payor program (except Medicare or Medicaid), private insurer or payor, employee assistance program, Managed Care Plan, or accreditation which the Borrower reasonably deems, in the exercise of prudent business judgment, to be unnecessary to the successful operation of the Premises and the ability of the Premises to generate and collect sufficient revenues to pay all of its obligations as and when due and payable); or
(e) Tenant shall voluntarily abandonA final unappealable determination that the Borrower or any shareholders, desert partners, members, directors, officers, employees or vacate agents of the Premises; Borrower violated Section 1128A, 1128C or 1877 of the Social Security Act (42 U.S.C. xx.xx. 1320a-7a, 1320a-7c and 1395nn), the False Claims Act ( 31 U.S.C. ss. 3729 et seq.), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. ss. 3801 et seq.) or other similar Governmental Requirements, if the same could result in a Material Adverse Change: or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty A default occurs under Subsection 4.1 (20) days after receipt of notice thereof by Tenant; orff).
(g) Tenant shall fail Borrower fails to provide, maintain, increase, make any deposit required pursuant to Subsection 4.1 (y) or replace, the Deposit as required herein; or(z) within fifteen (15) days of demand therefor.
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
A default occurs under Subsection 4.1 (i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”aa); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.
Appears in 1 contract
Samples: Loan Agreement (Emeritus Corp\wa\)
Event of Default. The occurrence happening of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder”:
(a) Tenant shall fail duly and punctually to pay Rent, when due Rent or to make any other payment required hereunder, when amounts due to City, hereunder and such failure default shall continue beyond the date specified in a for five (5) days after receipt of written notice of such default from DirectorLandlord; provided, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoinghowever, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter that Tenant shall not be entitled toto more than two (2) notices of a delinquency in a monetary obligation during any Lease Year, and City shall have no obligation to give, notice of if thereafter any further defaults in the payment of Rent rent or other payment. In such eventamount owing hereunder is not paid when due, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure shall be considered to duly and punctually pay Rent or other payment hereunder; orhave occurred even though no notice thereof is given;
(b) Tenant shall become insolventabandon the Premises and shall fail to timely pay Rent;
(c) This Lease or the interest of Tenant shall be transferred to or shall pass to any other person or party except in accordance with Section 11;
(d) This Lease or the Premises (or any part) shall be taken by execution or other process directed against Tenant, or shall take the benefit be taken by any attachment by any creditor of or claimant against Tenant and is not be discharged or disposed of within 30 days after its levy;
(e) The filing of any present petition or future the commencement of any case or proceeding by the Tenant under any provision or chapter of any federal or state bankruptcy law or any other federal or state law relating to insolvency statuteor reorganization, the adjudication that the Tenant is insolvent or bankrupt, or shall make the entry of an order for relief under any federal or state bankruptcy law with respect to Tenant;
(f) The filing of any petition or the commencement of any case or proceeding described in Section 16.1(e) against the Tenant, unless such petition and all related proceedings are dismissed within 60 days from the filing, the filing of an answer by Tenant admitting the allegations of any such petition, or the appointment of or taking possession by a general custodian, trustee or receiver for all or any assets of the Tenant, unless such appointment is vacated or dismissed within 60 days from the date of such appointment;
(g) The insolvency of the Tenant or the execution by the Tenant of an assignment for the benefit of creditors, or file the convening by Tenant of a voluntary petition in bankruptcymeeting of its creditors, or any class thereof, for purposes of effecting a petition moratorium upon or answer seeking an arrangement for extension or composition of its reorganizationdebts, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute failure of the United States or of any state thereof, or consent Tenant generally to the appointment of a receiver, trustee, or liquidator of any or substantially all of pay its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises debts as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; orthey mature.
(h) The admission in writing by Tenant shall fail or if Tenant is a partnership any partner of Tenant that Tenant is unable to obtain and maintain the insurance required hereunder, pay its debts as they mature or provide copies of the policies or certificates to City it is generally not paying its debts as required herein; orthey mature;
(i) Tenant shall fail to keep, perform and observe each and every any of the other promise, covenant and agreement set forth in provision of this LeaseLease on Tenant’s part to be performed, and such failure shall continue for a period of more than three (3) 30 days after delivery by Director Tenant’s receipt of a written notice of notice, or if such failure (cannot be reasonably be cured within the “First Notice”); 30-day period but can be had within 90 days or if satisfaction of such obligation requires activity over a period of timeless, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause shall not in good faith have commenced such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant such 30-day period and shall use or give its permission not diligently proceed to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementcompletion.
Appears in 1 contract
Samples: Lease Agreement (Smart Move, Inc.)
Event of Default. The Upon the occurrence of any one or more of the following events shall constitute a breach of this Lease and (herein called an “Event or Events of Default” hereunder) to-wit:
(a) if Tenant shall fail duly and punctually to pay Rent, when due any installment of Rent or to make any other payment required hereunder, pay when due to City, any additional charges and such failure shall continue beyond the date specified in uncured for a period of ten (10) business days after written notice by Landlord; or (b) if Tenant shall fail to observe or perform any term, covenant or condition of such default from Director, which date shall this Lease on Tenant's part to be no earlier observed or performed (other than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in covenants for the payment of Rent or other payment during the Term, thereafter Tenant and additional charges) and such failure shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment continue uncured for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after written notice by Landlord to Tenant provided; however, if such failure cannot be cured within such thirty (30) day period, Tenant shall be given a reasonable period to cure such failure, but only if Tenant commences such cure within the filing thereofthirty (30) day period and pursues such cure diligently thereafter; or
or (c) if tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, liquidation, dissolution, or similar relief, or shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Tenant or of all or any part of the property of Tenant; or (d) There shall occur a Transfer without the prior approval of the City; or
if, within ninety (e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (12090) days after the giving commencement of the First Notice; or
(j) Tenant shall use any proceeding against Tenant, whether by filing of a petition or give its permission to otherwise, seeking any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposereorganization, liquidation, dissolution, or similar relief such proceeding shall not have been dismissed or if, within ninety (90) days after the appointment of any purpose trustee, receiver, or liquidator of Tenant, without the consent of acquiescence of Tenant, such appointment shall not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice have been vacated or cure rights with respect to such default other than as may be provided in such other agreement.otherwise
Appears in 1 contract
Samples: Lease Agreement (Us Xchange LLC)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant:
(a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orunder this Lease
(b) Failure to perform any other covenant, condition or requirement of this Lease Comment [72]: COMMENT: This is conventionally known as a “notice and cure” provision. Comment [73]: “Provided that” is poor phrasing. Comment [74]: COMMENT: This is repetitive of the same language in subdivision (a).
(c) The abandonment or vacating of the Premises by Xxxxxx.
(d) Tenant shall admit in writing its inabil- ity to pay its debts generally as they become insolventdue,
(e) A court of competent jurisdiction shall enter an order, judgment or shall take decree appointing a receiver of Tenant or of the benefit whole or any substantial part of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary Premises Comment [76]: This refers to an involuntary petition in bankruptcy, which can be filed by creditors in certain circumstances.
(f) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or filed against Tenant under any other bankruptcy, insolvency, reorganiza- tion, dissolution or liquidation law or statute of the United States federal or state government or any subdivision of any state thereofeither now or hereafter in effect, and such order, judgment or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after from the filing thereof; or
(d) There shall occur date of entry of such order, judgment or decree, 1420 1421 1422 aside. or a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien stay thereof shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.set
Appears in 1 contract
Samples: Somewhat Barebones Contract Example
Event of Default. The occurrence of any BY TENANT DEFINED. Any one or more of the ------------------------------------ following events shall constitute a breach of this Lease and an “"Event of Default” " by Tenant hereunder:
(a) Tenant shall fail duly and punctually to pay RentThe sale, assignment or other transfer of all or any of Tenant's interest in this Lease and/or the Demised Premises or any portion thereof (other than as is permitted under Article XVII hereof) voluntarily, or to make under attachment, execution or similar legal process, or if Tenant is adjudicated as bankrupt or insolvent under any other payment required hereunder, when due to City, state bankruptcy or insolvency law and such failure shall continue beyond the date specified adjudication or order is not vacated within ninety (90) days and Tenant is not otherwise in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or.
(b) The commencement of a case under any chapter of the Federal Bankruptcy Code by or against Tenant shall become or any operating entity of Tenant's riverboat gaming enterprise ("Operator") in connection with the Demised Premises or any portion thereof, or the filing of a voluntary or involuntary petition thereunder proposing the adjudication of Tenant or Operator as bankrupt or insolvent, or shall take the benefit reorganization of any present or future insolvency statuteTenant, or Operator or an arrangement by Tenant or any such Operator with its creditors, unless the petition filed or case commenced is withdrawn or dismissed within ninety (90) days after the date of its filing and Tenant is not otherwise in default hereunder.
(c) The appointment of a receiver or trustee for the business or property of Tenant or any such Operator, unless such appointment shall make a general be vacated within ninety (90) days of its entry.
(d) The making by Tenant or any such Operator of an assignment for the benefit of its creditors, or file a voluntary petition if in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other manner Tenant's interest in this Lease shall pass to another person, firm or entity by operation of law except a merger or statute reorganization of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, Tenant in which Tenant shall be filed against the survivor and/or the same persons or entities in control of Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval remain in control of the City; orsuch merged or reorganized entity.
(e) The failure of Tenant shall voluntarily abandon, desert or vacate the Premises; or
to pay any portion of properly due Rent within five (f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (1205) days after the giving of notice thereof by Landlord that the First Notice; orsame is due hereunder. Tenant's failure to pay Percentage Rent greater than the Minimum Net Rent shall not be sufficient ground for termination of this Lease by Landlord if such failure is the result of a bona fide dispute as to the amount due and payable and Tenant promptly pays any Percentage Rent underpayment with interest at the Interest Rate from the due date until paid upon resolution of such dispute.
(jf) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used Material default by Tenant under in the performance or observance of any covenant or agreement of this Lease for any illegal purpose(other than a default involving the payment of Rent), or any purpose not approved by Director; or
(k) There shall occur a default obligation of Tenant under the Development Agreement or any other agreement between Tenant and CityExhibit thereto, including the Other Agreements, if any, and such which default is not cured within ten (10) days after the giving of notice thereof by Landlord, unless such default is of such nature that it cannot reasonably be cured within such ten (10) day period, in which case no Event of Default shall occur so long as may be provided in Tenant shall commence the curing of the default within such agreementten (10) day period and shall thereafter diligently prosecute the curing of same; provided, however, if Tenant shall default in the performance of any such covenant or agreement of this Lease, the Development Agreement or any Exhibit thereto two (2) or more times in any twelve (12) month period, then notwithstanding that nothing herein each of such defaults shall have been cured by Tenant, any further default of such covenant or agreement within such twelve (12) month period shall be deemed to imply that an Event of Default without the ability for cure.
(g) The vacation or abandonment of the Demised Premises at any time after the Commencement Date by Tenant shall be entitled to additional notice except a vacation or abandonment permitted under Section 2.06 hereof.
(h) The occurrence of any other event described as constituting an '"Event of Default" elsewhere in this Lease or the Development Agreement or any Exhibit thereto and the continuation of such an Event of Default after the expiration of any cure rights with respect to such default other than as may be period provided in such other agreementherein or therein.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events events, acts, or circumstances shall constitute a breach of this Lease and an “"Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice". Notwithstanding the foregoing, in the event there occurs two a late fee of 5% shall be due if any rental installment is 10 days or more late, which shall not be construed to extend any due date or require Landlord to accept any payment more than 30 days after its due date.
(2a) defaults in the payment of Rent Failure by Tenant to make any rental or other payment during due hereunder within 30 days after the Term, thereafter Tenant same shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orbecome due;
(b) Failure by Tenant shall become insolventto observe, perform, or comply with any of the terms, covenants. agreements, or conditions contained in this Lease (other than as specified in Article 22.1 .A), and the continuance of such failure for 20 days after Landlord has given Tenant notice of such failure. If Tenant has promptly commenced and diligently pursued remedial action within such 20-day period but has been unable to cure its default prior to the expiration thereof, such 20-day period shall take be extended for the minimum time reasonably required for the completion of Tenant's remedial action, provided Tenant continues to pursue such remedial action;
(c) The bankruptcy of, or appointment of a receiver or trustee for, Tenant, unless the same is vacated or dismissed within 20 days;
(d) Tenant's voluntarily petitioning for relief under, or otherwise seeking the benefit of of, any present or future insolvency statutebankruptcy, reorganization, or shall make insolvency law;
(e) The sale of Tenant's interest under this Lease by execution or other legal process;
(f) Tenant's abandonment or vacation of the Premises for a general period of 20 consecutive business days during the term of this Lease;
(g) Tenant's making an assignment of a material portion of its assets for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or;
(h) Tenant shall fail Tenant's failure to obtain and maintain its status as a corporation in good standing in the insurance required hereunderstate of its incorporation, or provide copies of the policies Tenant's dissolution or certificates to City as required herein; orliquidation;
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period Tenant's sale of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Noticeall, or thereafter fails to diligently prosecute such curesubstantially all, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementassets.
Appears in 1 contract
Event of Default. The occurrence of any In case one or more of the following events Events of Default shall constitute a breach of this Lease have occurred and an “Event of Default” hereunderbe continuing:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during any installment of interest upon this Note as and when the Term, thereafter Tenant same shall not be entitled tobecome due and payable, and City shall have no obligation to give, notice continuance of any further defaults in the payment such default for a period of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder30 days; or
(b) Tenant default in the payment of the principal of this Note as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or
(c) failure on the part of the Company duly to observe or perform any covenants or agreements (other than a covenant or agreement the breach or a default in the performance of which is elsewhere in this Section 6.01 specifically dealt with) on the part of the Company that continues for a period of 30 days after the date on which written notice (such written notice to state it is a "Notice of Default" hereunder) of such failure, requiring the Company to remedy the same, shall have been given to the Company by the holder hereof; or
(d) without the consent of the Company, a court having jurisdiction shall enter an order for relief with respect to the Company under the Bankruptcy Code or without the consent of the Company a court having jurisdiction shall enter a judgment, order or decree adjudging the Company a bankrupt or insolvent, or shall take enter an order for relief for reorganiza tion, arrangement, adjustment or composition of or in respect of the benefit Company under the Bankruptcy Code or applicable state insolvency law and the continuance of any present such judgment, order or future insolvency statutedecree unstayed and in effect for a period of 90 consecutive days; or
(e) the Company shall institute proceedings for entry of an order for relief with respect to the Company under the Bankruptcy Code or for an adjudication of insolvency, or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall
file a petition seeking, or seek or consent to reorganization, arrangement, composition or relief under the Bankruptcy Code or any applicable state law, or shall consent to the filing of such petition or to the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or similar official (other than a custodian pursuant to 8 Delaware Code ss.226 or any similar statute under other state laws) of the Company or of substantially all of its property, or the Company shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness creditors as recognized under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the PremisesBankruptcy Code; or
(f) Any lien shall be filed against default in the Premises as a result payment of any act principal of or omission of Tenant, interest on any Pari Passu Debt as and when the same shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain become due and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, payable and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (is not cured within the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreementsapplicable grace period, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein or any Pari Passu Debt having an outstanding principal balance of at least $500,000 shall be deemed declared to imply that Tenant be due and payable prior to the stated maturity thereof; then and in each and every such case, unless the principal of this Note shall have already become due and payable, the holder of this Note by notice in writing to the Company, may declare the principal of this Note and any accrued interest to the date of declaration to be due and payable immediately, and upon any such declaration the same shall become and shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementimmediately due and payable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually District may declare Owner or Lessee in default of this Agreement if: (1) Owner or Lessee fails to pay Rent, comply with any term of this Agreement or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in Owner or Lessee allows District ad valorem taxes on the payment of Rent Real Property, or other payment during the Termany property located thereon, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orbecome delinquent.
(b) Tenant District shall become insolvent, or shall take the benefit notify Owner and Lessee of any present default in writing specifying the default. Owner or future insolvency statute, or Lessee shall make a general assignment for have thirty (30) days from the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute date of the United States notice to cure any default. If Owner or Lessee fails to cure the default within sixty (60) days from receipt of any state thereofnotice, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orDistrict may terminate this Agreement by written notice.
(c) A petition under any part of the federal bankruptcy lawsIf this Agreement is terminated by District, or an action under any present or future insolvency law or statute, shall be filed against Tenant Owner and shall not be dismissed Lessee agree that they are liable for and will pay to District within thirty (30) days after of the filing thereoftermination of this Agreement:
(1) The amount of all property taxes abated under this Agreement;
(2) Interest on the abated amount at the rate provided for in the TEXAS TAX CODE for delinquent taxes; orand
(3) Penalties on the amount abated in the year of default, at the rate provided for in the TEXAS TAX CODE for delinquent taxes.
(d) There District shall occur have a Transfer without lien against the prior approval Real Property and Improvements for the taxes and interest owed because of the City; orrecapture of taxes under this paragraph.
(e) Tenant shall voluntarily abandonThis paragraph is required by Chapter 2264, desert TEXAS GOVERNMENT CODE and governs over any conflicting provisions of this Agreement. Owner and Lessee are prohibited from knowingly employing undocumented workers as that term is defined in Section 2264.001, TEXAS GOVERNMENT CODE. If Owner or vacate Lessee are convicted of a violation under 8 U.S.C. Section 1324a(f), the Premises; or
(f) Any lien conviction shall be filed against the Premises as a result considered default of any act or omission of Tenantthis Agreement, from which no cure provisions shall apply. In such event, District shall provide written notice to Owner and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies Lessee of the policies or certificates to City as required herein; or
(i) Tenant default and this Agreement shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period automatically terminate on the 30th day after the date of more than three (3) days after delivery by Director of a written the notice of such failure (default from District to Owner and Lessee. In the “First Notice”); or if satisfaction event of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant termination under this Lease paragraph, Owner or Lessee shall repay to District the amount of all property taxes abated under this Agreement, plus interest on the abated amount at the rate provided for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including in the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementTEXAS TAX CODE for delinquent taxes.
Appears in 1 contract
Samples: Tax Abatement Agreement
Event of Default. The occurrence of any one or more 4.1 Each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant The Maker shall fail duly and punctually to pay Renton the Maturity Date any principal or interest on the Note.
(b) The Maker or any subsidiary shall commit an act of bankruptcy under the United States Bankruptcy Act (as now or hereafter amended); or shall file or have filed against it, voluntarily or involuntarily, a petition in bankruptcy or for reorganization or the adoption of an arrangement under the United States Bankruptcy Act (as now or hereafter amended); or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or to make proceeding for liquidation, dissolution, arrangement, composition, or reorganization or under any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent insolvency law or other payment during statute or law providing for a modification or adjustment of the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice rights of any further defaults in creditors.
4.2 Upon the payment occurrence of Rent or other payment. In such event, there shall be deemed to occur an Event of Default or at any time thereafter until such Event of Default is waived in writing pursuant to Section 4.3, Payee at its sole option may exercise one or more or all of the following rights and remedies:
(a) Declare the debt evidenced by this Note to be immediately upon Tenant’s failure to duly due and punctually pay Rent payable, and the same shall thereupon be immediately due and payable, without notice or presentment or other payment hereunder; ordemand, and Payee thereupon may exercise and enforce all rights and remedies available to it to collect the debt evidenced by any Note;
(b) Tenant shall become insolventWithout notice to or demand upon the Maker or any other person, offset any debt then owed by Payee to the Maker, whether or not such debt is then due, against the debt evidenced by any Note (including, without limitation, debt transferred by Payee to a third party by participxxxxx, assignment, succession, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under otherwise) and any other debt then owed by the Maker to Payee, whether or not then due, and exercise any and all other rights of set-off or application available to Payee by law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its propertyagreement; orand
(c) Without notice to or demand upon the Maker or any other person, declare Maker to be in default of that certain license agreement between Maker and Payee dated October 18, 2000 (the "License Agreement") and exercise any remedy it is entitled to thereunder.
4.3 Any Event of Default may be waived in writing by Payee, but not otherwise; and thx xxxlure to exercise the rights and remedies referred to in Section 4.2 shall not operate as a waiver or otherwise preclude enforcement of such rights and remedies. A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, waiver shall be filed against Tenant effective only in the specific instance and shall not be dismissed within thirty (30) days after for the filing thereof; or
(d) There shall occur a Transfer without the prior approval specific purpose given. The rights and remedies of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien Payee shall be filed against cumulative and the Premises as a result exercise or enforcement of any act one right or omission remedy shall neither be a condition to nor bar the exercise and enforcement of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementother.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this lease by Tenant:
(i) Any failure by Tenant to pay Rent or to make any other payment required to be made by Tenant hereunder when due, where such failure continues for ten (10) days after written notice to Tenant;
(ii) Any failure by Tenant to observe and perform any other provision of this Lease to be observed or performed by Tenant, where such failure continues for twenty (20) days after written notice to Tenant;
(iii) Tenant admits in writing that it cannot meet its obligations as they become due; or is declared insolvent according to any law; or assignment of Tenant's property is made for the benefit of creditors; or a receiver or trustee is appointed for Tenant or its property; or the interest of Tenant under this Lease is levied on under execution or other legal process; or any petition is filed by or against Tenant to declare Tenant bankrupt or to delay, reduce or modify Tenant's debts or obligations; or any petition is filed or other action taken to reorganize or modify Tenant's capital structure if Tenant be a corporation or other entity (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) if Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond contest the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant same by appropriate proceedings and shall not be dismissed remove or vacate the same within thirty (30) days after from the filing thereof; ordate of its creation, service or filing).
(div) There Lessee shall occur a Transfer without cease its business in the prior approval Premises or shall vacate any substantial portion of the City; orPremises, and discontinues payment of rent.
(ev) Tenant Lessee shall voluntarily abandon, desert fail or vacate the Premises; or
(f) Any lien shall be filed against refuse to move into or take possession of the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty fifteen (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (12015) days after the giving date on which the term of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default commences under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementterms of Section 2 of this Lease.
Appears in 1 contract
Event of Default. The occurrence of any If during the Term one or more of the following events shall constitute a breach of this Lease and (each an “"Event of Default” hereunder") shall occur and be continuing:
(i) Borrower shall default in the payment of any installment of Interest or any other Indebtedness under the Loan Documents, when and as the same becomes due and payable and such nonpayment continues for a period of ten (10) business days after notice thereof from Lender; or
(ii) This Agreement, or any of the other Loan Documents, or the transaction of which they are a part, or the enforcement of any right of Lender or any obligation of Borrower and/or any of the Lightstone Property Owners, creates an event of default under the First Mortgage or any mortgage resulting from a Refinancing Event; or
(iii) There shall occur an event of default under the First Mortgage, or any mortgage resulting from a Refinancing Event, except that a default under the First Mortgage, or any mortgage resulting from a Refinancing Event, shall be an Event of Default under this Agreement only if (a) such default is a default for sixty (60) days or more in payment when due of principal and/or interest under the First Mortgage, or mortgage resulting from a Refinancing Event, or (b) the holder of the First Mortgage, or mortgage resulting from a Refinancing Event, has commenced an action to foreclose the lien thereof; or
(iv) any of the representations and warranties set forth herein, in any other Loan Document or in any certificate executed and delivered by Borrower or Lichtenstein to Lender shall not be true and xxxxxxx xx xll material respects or shall be knowingly and materially misleading when made, or there shall be any default in the performance of or compliance with any of the terms, covenants, or conditions hereof, or in any other Loan Document, other than in the payment of Interest or any payment of the Principal of the Loan or any other Indebtedness under the Loan Documents, and such default shall continue for more than twenty (20) business days after Lender shall have given written notice thereof to Borrower, unless any such default cannot be cured by payment of a sum of money and Borrower shall within such period commence and continue to prosecute with due diligence and dispatch the curing of such default; or
(v) Borrower shall (a) fail to pay or cause all Impositions and any fines, penalties, interest or costs added thereto, or (b) fails to maintain or cause to be maintained in good standing the insurance policies required pursuant to the terms hereof for a period of ten (10) days after notice thereof from Lender; or
(vi) a Bankruptcy Event shall have occurred with respect to Borrower or any Property Owner; or
(vii) a default under Section 7.1 hereof; or
(viii) a judgment or judgments in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate shall be entered against Borrower and/or any Lightstone Property Owner and shall remain unpaid, unappealed, undischarged, unbonded, unstayed and undismissed for a period of sixty (60) days after the date of the entry thereof; then, and in any such Event of Default, Lender at any time thereafter may give Borrower a Notice of such Event of Default, and if such Event of Default is not cured within twenty (20) business days after receipt of such Notice, then, at any time thereafter:
(a) Tenant shall fail duly Lender may declare the Principal, Interest and punctually to pay Rent, or to make any other Indebtedness outstanding under the Note and the other Loan Documents to be immediately due and payable; provided, however that if and as long as the only uncured Event of Default shall be in the timely payment required hereunder, when due to Cityof an installment of Interest on the Loan, and if (i) no default or event of default shall have occurred under the First Mortgage or any other mortgage resulting from a Refinancing Event whether or not subject to a grace period and opportunity to cure and whether or not the holder of the First Mortgage or such failure other mortgage shall continue beyond the date specified in a written have given any notice of such default from Directoror taken any other action with regard thereto, which date and (ii) there shall be no earlier than other default under this Loan Agreement or any other Loan Document which, with the third (3rd) day after passage of a period of time or the effective date giving of such a notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment or both, would become an Event of Rent or other payment during the TermDefault, thereafter Tenant then Lender shall not be entitled to, take action to enforce Lender's rights under the Pledge Agreement against the Pledged Collateral thereby unless and City shall have no obligation to give, notice until such Event of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur Default has been an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orfor a period of one (1) year.
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent subject to the appointment of a receiverproviso in the preceding clause(ii), trustee, or liquidator of Lender may pursue any or substantially and all of its property; or
(c) A petition remedies, provided for under law and in equity and any part or all of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.Loan Documents
Appears in 1 contract
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date occurrences shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s hereunder:
A. If Tenant fails to pay any Rent when due and such failure to duly and punctually pay Rent or other payment hereunder; or
continues for ten (b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (3010) days after written notice following the filing thereof; orpayment due date or the date the bill is received by Tenant from Landlord, whichever is later.
B. If Tenant fails to pay any monies due Landlord for Additional Charges or for any other sums due under this Lease or any other agreement between Landlord and Tenant (d"Other Payments") There within ten (10) days after written notice to Tenant that Tenant is in default of such payment. Such Other Payments shall occur a Transfer without the prior approval be due within ten (10) days after Landlord sends its invoice to Tenant unless otherwise provided in this Lease.
C. Except as otherwise provided in Section 19.8 of this Lease, if Tenant defaults or breaches any of the City; or
other (enon-monetary) Tenant shall voluntarily abandoncovenants, desert agreements, conditions or vacate the Premises; or
(f) Any lien shall undertakings herein to be filed against the Premises as a result of any act or omission of Tenantkept, observed and shall not be discharged or contested performed by Tenant in good faith by proper legal proceedings within and such default continues for twenty (20) days after receipt of notice thereof by in writing to Tenant; or.
(g) D. If Tenant shall fail to providefiles any petition under any chapter or section of the Federal Bankruptcy Code or any similar law, maintainstate or federal, increasewhether now or hereafter existing, or replace, the Deposit as required herein; orshall file an answer admitting insolvency or inability to pay its debts.
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if E. If Tenant fails to commence the cure obtain a stay of such failure within three (3) days after receipt any involuntary proceedings under any chapter or section of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure Federal Bankruptcy Code within one hundred twenty sixty (12060) days after the giving institution thereof.
F. If a trustee or receiver is appointed for Tenant or for a major portion of the First Notice; or
(j) Tenant shall use its property or give its permission to any person to use for any portion of Airport the Premises and such appointment is not vacated and dismissed within sixty (60) days thereafter and in any event prior to any action adverse to the interest of Tenant or Landlord having been taken by such trustee or receiver.
G. If any court takes jurisdiction of a major portion of the Terminal Buildings used by property of Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under part of the Premises in any other agreement between involuntary proceeding for dissolution, liquidation or winding up of Tenant and City, including the Other Agreements, if any, and such default jurisdiction is not cured as may be provided relinquished or vacated within sixty (60) days.
H. If Tenant makes an assignment for the benefit of its creditors.
I. If Tenant fails to occupy and operate the business in such agreement; providedthe Premises for ten (10) consecutive days, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementunless operation is impracticable for reasons beyond control of Tenant.
Appears in 1 contract
Samples: Lease (Ilx Resorts Inc)
Event of Default. The occurrence of any Any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” Default as to a party hereunder:
(a) Tenant shall fail duly and punctually It fails to pay Rent, or to make any other payment required hereunder, amount when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunderparty under this Agreement; or
(b) Tenant It fails to perform or observe any other covenant, term or condition contained in this Agreement, including, but not limited to, breach of performance requirements, and such failure or breach shall become insolventnot have been cured within 30 days after notice by the non-defaulting party of such failure or breach; provided, however, that if the defaulting party reasonably believes that the failure or breach is not curable within such 30-day period, the defaulting party may send written notice to the non-defaulting party prior to the expiration of such 30-day period setting forth the anticipated time it believes would be necessary to cure, and the action proposed to effectively cure, such failure or breach, and such failure or breach shall not constitute an Event of Default if the defaulting party shall thereafter diligently prosecute and effect a cure; or
(c) If it shall (i) commence a voluntary case or other proceeding seeking liquidation, rehabilitation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, rehabilitation or other similar law now or hereafter in effect that authorizes the reorganization, rehabilitation or liquidation of such party or its debt or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall take (ii) consent to any such relief or to the benefit appointment of or taking possession by any present such official in an involuntary case or future insolvency statuteother proceeding commenced against it, or shall (iii) make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy(iv) fail generally to pay its debts as they became due, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under (v) take any other law or statute corporate action to authorize any of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereofforegoing; or
(d) There An involuntary case or other proceeding shall occur be commenced against it seeking liquidation, rehabilitation, reorganization or other relief with respect to it or its debts under any bankruptcy, rehabilitation, insolvency or other similar law now or hereafter in effect seeking the appointment of a Transfer without the prior approval trustee, receiver, liquidator, custodian or other similar official of the Cityit or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or
(e) Tenant shall voluntarily abandonAn order is entered by a court of competent jurisdiction affecting substantially all of its property or affairs under bankruptcy, desert rehabilitation, insolvency or vacate the Premises; or
(f) Any lien shall be filed against the Premises other similar laws as a result of any act now or omission of Tenant, and shall not be discharged or contested by Tenant hereafter in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, effect and such failure order shall continue remain undismissed and unstayed for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement60 days.
Appears in 1 contract
Samples: Service Agreement (Wellpoint Health Networks Inc /Ca/)
Event of Default. The occurrence of any one or more Each of the following events occurrences shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly under this Agreement and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute Loan Documents (herein called an "Event of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orDefault"):
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant a. The Borrower shall fail to provide, maintain, increase, pay any or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies all of the policies indebtedness arising out of this Agreement or certificates to City as required herein; Loan Documents (the "Obligations") when due or
(i) Tenant shall fail to keep, perform and observe each and every other promiseif payable on demand, covenant and agreement set forth in this Lease, on demand and such failure shall continue for a period of more than three five (35) days after delivery by Director of a written notice of such failure (payment becomes due; or
b. The Borrower shall fail to observe or perform any covenant or agreement binding on the “First Notice”); Borrower under this Agreement or if satisfaction of such obligation requires activity over under any other assignment, conveyance, instrument or agreement now in effect or hereafter made between the Borrower and the Lender, or under the Loan Documents for a period of time, if Tenant fails to commence the cure of such failure within three thirty (330) days after receipt for any default which can be reasonably cured within thirty (30) days and a reasonable period of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such time for a default not reasonably capable of cure within one hundred twenty thirty (12030) days after days, provided the giving Borrower diligently commences and continues a course of action acceptable to the First NoticeLender to so cure; or
c. The Borrower shall make any representations or warranties in this Agreement or in any such other assignment, conveyance, instrument, agreement, financial statements, reports or certificates heretofore or at any time hereafter submitted by or on behalf of the Borrower to the Lender, and such representations or warranties, shall prove to have been false or materially misleading when made; or
d. As a result of a default or failure by Borrower, payment of any substantial indebtedness of the Borrower (jother than the Obligations and other than indebtedness of the Borrower to the extent the indebtedness is non-recourse to the Borrower) Tenant shall use or give its permission to any person to use any portion of Airport be demanded, or the Terminal Buildings used by Tenant under this Lease for maturity of any illegal purposesubstantial indebtedness shall be accelerated, or any precondition or circumstance permitting any creditor of the Borrower (acting individually or with the consent of other creditors) to accelerate the maturity of any substantial indebtedness shall have occurred; for this purpose not approved by Directorindebtedness shall be deemed substantial if it exceeds $500,000; or
(k) There e. The Borrower shall occur become insolvent or shall commit an act of bankruptcy under the United States Bankruptcy Act, or shall file or have filed against it, voluntarily or involuntarily, a default petition in bankruptcy or for reorganization or for the adoption of an arrangement or plan under the United States Bankruptcy Act or shall procure or suffer the appointment of a receiver for any substantial portion of its properties, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process or proceeding under any insolvency law or other agreement between Tenant and City, including statute or law providing for the Other Agreements, if any, modification or adjustment of the rights of creditors and such default petition, receiver, act, process or proceeding shall not be dismissed or discharged within ninety (90) days; or
f. A garnishment summons or writ of attachment for an amount in excess of $500,000 shall have been issued against or served upon the Lender for the attachment of any property of the Borrower in the Lender's possession or any indebtedness owing the Borrower; or
g. The Borrower shall have been dissolved, whether voluntarily or by operation of law; or
h. Any of Borrower's licenses required under the gaming laws of Nevada, or any other jurisdiction in which any of the Collateral is not cured as may be provided in such agreement; providedlocated is revoked or rescinded, howeverlapses, that nothing herein shall be deemed or is otherwise no longer maintained by or available to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthe Borrower.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “"Event of Default” hereunder:
" under this Agreement: (a) Tenant the Company shall fail duly and punctually to pay Rentwhen due any principal, interest, fees or other amounts payable under or shall fail to observe or perform any obligation, duty or other covenant contained in this Agreement, or any representation or warranty of the Company under any Loan Document or any exhibit hereto shall prove at any time to be incorrect in any significant respect (provided that the Company shall be provided a ten (10) day grace period not more often than twice during any 12 month period with respect to the failure to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder); or
(b) Tenant the Company shall be in default under the terms of any other material agreement, contract or instrument to which it shall be a party, which default shall have a material adverse impact on the Company; (c) the Company shall dissolve and wind-up its business affairs or shall otherwise discontinue or substantially wind down its business operations; shall become insolvent; shall suffer, consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of or for itself or for any of its property; shall take the benefit of any present generally fail to pay its debts as they become due or future insolvency statute, or shall make a general assignment for the benefit of creditors, or ; shall file a voluntary petition in bankruptcy, bankruptcy or seek a petition reorganization in order to effect a plan or answer seeking an other arrangement for its reorganization, with creditors or the readjustment of its indebtedness under the federal bankruptcy laws, or under seek any other law or statute of relief under the United States Bankruptcy Code, as amended (the "Bankruptcy Code"), or of any state thereoflaw, whether now or hereafter in effect; shall be adjudicated a bankrupt; or shall have entered against it any order for relief under the Bankruptcy Code or any such state law, or consent shall have filed against it, an involuntary petition pursuant to the appointment of a receiverBankruptcy Code or any such state law, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of and in each such case the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and same shall not be dismissed or discharged within thirty sixty (3060) days after following the filing thereofentry of such order or filing; or
(d) There shall occur a Transfer without the prior approval any of the Cityagreements attached as exhibits hereto shall be in whole or in material part unenforceable; or
or (e) Tenant there shall voluntarily abandon, desert exist or vacate occur any event or condition which impairs or is substantially likely to impair the Premises; or
(f) Any lien shall be filed against the Premises as Company's ability to repay in a result of any act or omission of Tenant, prompt and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain timely fashion all principal and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant accrued interest under this Lease for any illegal purposeAgreement, or any purpose not approved by Director; or
(k) There shall occur and/or the Company's ability to perform in a default under any other agreement between Tenant timely manner all duties and City, including obligations hereunder in strict accordance with the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementterms hereof.
Appears in 1 contract
Event of Default. The occurrence of (a) In the event that any one or more of the following events shall constitute a breach occur (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of this Lease and law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body), it shall be deemed an “Event of Default” hereunder:
(ai) Tenant shall fail duly and punctually to pay Rent, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such Any default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent the principal, interest on, or other payment during charges in respect of this Note, or any other note issued by the TermBorrower, thereafter Tenant as and when the same shall not be entitled tobecome due and payable;
(ii) Borrower shall fail to observe or perform any other material covenant, and City shall have no obligation to giveagreement or warranty contained in, notice or otherwise commit any breach or default of any further defaults in provision of this Note or any other agreement between the payment of Rent or other payment. In such event, there Borrower and the Lender;
(iii) There shall be deemed to occur an Event a breach of Default immediately upon Tenant’s failure to duly any of the representations and punctually pay Rent warranties set forth in this Note or other payment hereunderany transaction document executed contemporaneously herewith; or
(biv) Tenant Borrower, shall become insolventcommence, or there shall take the benefit be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction whether now or future hereafter in effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency statuteor other proceeding which remains undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or shall make court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall state that it is unable to pay or shall be liable to pay, its debts as they become due or file a voluntary petition by any act or failure to act expressly indicate its consent to, approval of or acquiescence in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States foregoing; or any corporate or other action is taken by the Borrower for the purpose of effecting any state of the foregoing.
(b) Upon the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note, with any unpaid interest thereof, or consent in full. In the event that full payment is not made upon the expiry of the five (5) day period, a default penalty equal to two percent (2%) of the appointment Face Amount per month during the period of Default (the “Default Penalty”). Lender may then, at its sole discretion declare the entire then outstanding Face Amount of this Note together with any unpaid interest and the Default Penalty immediately due and payable (a receiver“Default Declaration”), trusteein which event the Lender may, or liquidator of at its sole discretion take any or substantially all of its property; oraction it deems necessary to recover amounts due under this Note.
(c) A petition under any part Upon the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the federal bankruptcy lawsNote, or an action under any present or future insolvency law or statuteinterest thereon and the Default Penalty, the Lender shall be filed against Tenant entitled to recover all of its costs, fees (including without limitation, reasonable attorney’s fees and shall not be dismissed within thirty (30) days after disbursements), and expenses relating collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the filing thereof; orNote and any transaction document entered into contemporaneously herewith.
(d) There The failure of Lender to exercise any of its rights hereunder in any particular instance shall occur not constitute a Transfer without the prior approval waiver of the City; or
(e) Tenant shall voluntarily abandon, desert same or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant other right in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, that or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights subsequent instance with respect to such default Lender or any subsequent holder. Lender need not provide and Borrower hereby waives any presentment, demand, protest or other than as notice of any kind, and Xxxxxx may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided in such other agreementcumulative.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events (an "Event of Default") shall constitute a default and breach of this Lease and an “Event of Default” hereunderby Tenant:
(a) The failure by Tenant shall fail duly and punctually to pay Rent, or to make any payment of rent or any other payment required requited to be made by Tenant hereunder, as and when due to Citydue, and such failure shall continue beyond not have been cured within three (3) days after written notice thereof from Landlord. Any such notice shall constitute the date specified notice required under Section 1161 of the California Code of Civil Procedure (and/or any related or successor statutes regarding unlawful detainer actions), provided such notice is given in a accordance with the requirements of such statute;
(b) Tenant's failure to perform any other term, covenant or condition contained in this Lease and such failure shall have continued for thirty (30) days after written notice of such default from Directorfailure is given to Tenant; provided that, which date shall where such failure cannot reasonably be no earlier than the third cured within said thirty (3rd30) day after the effective date of such notice. Notwithstanding the foregoingperiod, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled toin default if Tenant commences such cure within said thirty (30) day period and thereafter diligently continues to pursue all reasonable efforts to complete said cure until completion thereof;
(c) Tenant's assignment of its assets for the benefit of its creditors;
(d) The sequestration of, attachment of, or execution on, any substantial part of the property of Tenant or on any property essential to the conduct of Tenant's business on the premises, and City Tenant shall have no obligation failed to giveobtain a return or release on such property within thirty (30) days thereafter, notice or prior to sale pursuant to such sequestration, attachment or execution, whichever is earlier;
(e) An entry of any further defaults of the following orders by a court having jurisdiction, and such order shall have continued for a period of thirty (30) days: (1) an order for relief in any proceeding under Title 11 of the payment United States Code, or an order adjudicating Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Rent Tenant's property in bankruptcy or any other payment. In such event, there shall be deemed to occur proceeding; or (3) an Event order directing the winding up or liquidation of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(bf) Tenant shall become insolvent, or shall take the benefit The filing of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking to commence against Tenant an arrangement for its reorganization, or the readjustment of its indebtedness involuntary proceeding under the federal bankruptcy laws, or under any other law or statute Title 11 of the United States or of any state thereofCode, or consent and Tenant shall fail to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A cause such petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall not to be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter.
Appears in 1 contract
Samples: Sublease and Lease Agreement (Inhale Therapeutic Systems)
Event of Default. The Notwithstanding any cure periods described below, Borrower shall immediately notify Lenders in writing when Borrower obtains knowledge of the occurrence of any default specified below. Regardless of whether Borrower has given the required notice, the occurrence of one or more of the following events shall will constitute a breach of this Lease and an “Event of Default” hereunderunder the Term Loan:
(a) Tenant shall fail duly and punctually Borrower or any Major Bank Subsidiary applies for, consents to pay Rentor acquiesces in the appointment of a receiver for itself, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond in the date specified in a written notice absence of such default from Directorapplication, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingconsent or acquiescence, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; ora receiver is appointed for Borrower;
(b) Tenant Any proceedings are commenced by or against Borrower or any Major Bank Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government, if such proceedings are instituted, Borrower or Bank by any action or failure to act indicates its approval of, consent to or acquiescence therein, or an order shall become insolventbe entered approving the petition in such proceedings and within ninety (90) days after the entry thereof such order is not vacated or stayed on appeal or otherwise, or shall take not otherwise have ceased to continue in effect;
(c) Borrower or any Major Bank Subsidiary applies for, consents to or acquiesces in the benefit appointment of any present a trustee, receiver or future insolvency statuteliquidator for itself under Chapter 7 or Chapter 11 of the United States Bankruptcy Code (the “Code Provisions”), or shall make in the absence of such application, consent or acquiescence, a general trustee, receiver or liquidator is appointed for Borrower under the Code Provisions, and is not discharged within ninety (90) days, or any bankruptcy, reorganization, debt arrangement or other proceeding or any dissolution or liquidation proceeding is instituted by or against Borrower under the Code Provisions, and if instituted, is consented or acquiesced in by it or remains for ninety (90) days undismissed, or if Borrower or Bank is enjoined, restrained or in any way prevented from conducting all or any material part of its business under the Code Provisions.
(d) Borrower or any Major Bank Subsidiary becomes insolvent or is unable to pay its debts as they mature; or makes an assignment for the benefit of creditors, creditors or file a voluntary petition admits in bankruptcy, writing its inability to pay its debts as they mature; or a petition or answer seeking an arrangement for its reorganization, or the readjustment suspends transaction of its indebtedness under the federal bankruptcy laws, usual business; or under any other law or statute of the United States or if a trustee of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any substantial part of the federal bankruptcy lawsassets of Borrower or Bank is applied for or appointed, and if appointed, Borrower or Bank by any action or failure to act indicates its approval of, consent to, or an action under any present acquiescence in such appointment, or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed within thirty ninety (3090) days after the filing thereof; or
(d) There such appointment, such appointment is not vacated or stayed on appeal or otherwise, or shall occur a Transfer without the prior approval of the City; ornot otherwise have ceased to continue in effect;
(e) Tenant shall voluntarily abandon, desert Borrower fails to pay any principal or vacate interest due on the Premises; orTerm Loan when due;
(f) Any lien shall be filed against the Premises as a result of Borrower fails to pay any act other fees, charges, costs or omission of Tenant, expenses under this Agreement and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and case such failure shall continue for a period of more than three thirty (330) days after delivery notice thereof is given by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails any Lender to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First NoticeBorrower; or
(jg) Tenant shall use Borrower fails to perform or give its permission to observe in any person to use material respect any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purposeagreement, term, provision, condition, or covenant (other than any purpose not approved by Director; or
(k) There shall occur a default under such failure that results in an Event of Default as expressly provided in any other clause of Section 5.1) required to be performed or observed by Borrower hereunder or other agreement between Tenant with or in favor of Lenders and City, including the Other Agreements, if any, and in each case such default failure shall continue for a period of thirty (30) days after notice thereof is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed given by any Lender to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementBorrower.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events (an "Event of Default") shall constitute a default and breach of this Lease and an “Event of Default” hereunderby Tenant:
(a) A. The failure by Tenant shall fail duly and punctually to pay Rent, or to make any payment of Rent or any other payment required to be made by Tenant hereunder, as and when due to Citydue, and such failure shall continue beyond the date specified not have been cured within ten (10) days after written notice thereof from Landlord;
B. Tenant's failure to perform any other term, covenant or condition contained in a this Lease and such failure shall have continued for thirty (30) days after written notice of such default from Directorfailure is given to Tenant; provided that, which date shall where such failure cannot reasonably be no earlier than the third cured within said thirty (3rd30) day after the effective date of such notice. Notwithstanding the foregoingperiod, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, in default if Tenant commences such cure within said thirty (30) day period and City shall have no obligation thereafter diligently continues completion thereof;
C. Tenant's failure to give, notice of any further defaults continuously and uninterruptedly conduct its business in the payment Premises for a period of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
more than ninety (b90) Tenant shall become insolventconsecutive days, or shall take the benefit Tenant's removal of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any all or substantially all of its propertyequipment and other possessions from the Premises, without providing security protection for the Premises reasonably satisfactory to Landlord;
D. Tenant's assignment of its assets for the benefit of its creditors;
E. The sequestration of, attachment of, or execution on, any substantial part of the property of Tenant or on any property essential to the conduct of Tenant's business on the Premises, and Tenant shall have failed to obtain a return or release on such property within thirty (30) days thereafter, or prior to sale pursuant to such sequestration, attachment or execution, whichever is earlier;
F. An entry of any of the following orders by a court having jurisdiction, and such order shall have continued for a period of thirty (30) days: (1) an order for relief in any proceeding under Title 11 of the United States Code, or an order adjudicating Tenant to be bankrupt or insolvent; (2) an order appointing a receiver, trustee or assignee of Tenant's property in bankruptcy or any other proceeding; or (3) an order directing the winding up or liquidation of Tenant; or
(c) A G. The filing of a petition to commence against Tenant an involuntary proceeding under any part Title 11 of the federal bankruptcy lawsUnited States Code, or an action under any present or future insolvency law or statute, and Tenant shall be filed against Tenant and shall not fail to cause such petition to be dismissed within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementthereafter.
Appears in 1 contract
Samples: Lease Agreement (Emcon)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach are referred to, collectively, as "events of this Lease and default" or, individually, as an “Event "event of Default” hereunderdefault":
(a) Tenant shall fail duly and punctually fails to pay Rent, any Rent or to make any other payment required hereunder, monetary obligation when due to Citydue, and such failure shall continue beyond the date specified in a continues for 5 days after written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Landlord; Tenant shall will not be entitled toto more than I written notice for monetary default during any 12-month period, and City shall if after such written notice any Rent is not paid when due, an event of default will be considered to have no obligation to give, notice of any occurred without further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; ornotice;
(b) Tenant shall become insolventvacates or abandons the Premises;
(c) This Lease or the Premises or any part of the Premises is taken upon execution or by other process of law directed against Tenant, or shall take is taken upon subject to any attachment by any creditor of Tenant or claimant against Tenant, and said attachment is not discharged or disposed of within 15 days after its levy;
(d) Tenant or any guarantor of Tenant's obligations under this Lease ("Guarantor") files a petition in bankruptcy or insolvency or for reorganization or arrangement under the benefit bankruptcy laws of the United States or under any insolvency act or any state, or admits the material allegations of any present such petition by answer or future insolvency statuteotherwise, or shall make a general admits in writing its inability to meet its debts as they mature, or is dissolved or makes an assignment for the benefit of creditors, ;
(e) Involuntary proceedings under any such bankruptcy law or file a voluntary petition in bankruptcyinsolvency act or for the dissolution of Tenant or any Guarantor are instituted against Tenant or any Guarantor, or a petition receiver or answer seeking an arrangement trustee is appointed for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any all or substantially all of its property; or
(c) A petition under the property of Tenant or any part of the federal bankruptcy lawsGuarantor, and such proceeding is not dismissed or an action under any present such receivership or future insolvency law or statute, shall be filed against Tenant and shall not be dismissed trusteeship vacated within thirty (30) 60 days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert such institution or vacate the Premises; orappointment;
(f) Any lien shall be filed against Tenant fails to take possession of the Premises as a result on the Commencement Date of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orthe Term;
(g) Tenant shall fail to provide, maintain, increase, or replace, violates the Deposit as required herein; orterms of Article 9 "Assignment\ and Subletting";
(h) Tenant shall fail to obtain and maintain breaches any of the insurance required hereunderagreements, terms, covenants, or provide copies conditions of the policies or certificates this Lease and such breach involves a hazardous condition and is not cured immediately upon written notice to City as required herein; orTenant;
(i) Tenant shall fail breaches any of the other agreements, terms, covenants, or conditions that this Lease requires Tenant to keep, perform and observe each and every other promise, covenant and agreement set forth in this Leaseperform, and such failure shall continue breach continues for a period of more than three (3) 30 days after delivery by Director of a written notice of from Landlord to Tenant or, if such failure (the “First Notice”); or if satisfaction of breach cannot be cured reasonably within such obligation requires activity over a period of time30-day period, if Tenant fails to diligently commence the to cure of such failure breach within three (3) 30 days after receipt of the First Notice, or thereafter fails written notice from Landlord and to diligently prosecute such cure, or fails to actually cause complete such cure within one hundred twenty (120) days after the giving of the First Noticea reasonable time thereafter; or
(j) Tenant shall use Any guaranty of the Lease obligations becomes unenforceable in whole or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease in part for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementreason.
Appears in 1 contract
Samples: Office Lease (International Cosmetics Marketing Co)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach Events of this Lease and an “Event of Default” Default hereunder:
(a) Tenant If Borrower fails to comply with any of the covenants made by it in this Agreement and Borrower fails to cure the same within fifteen (15) days following notice; except that a violation of paragraph 1 of Article 3 shall fail duly and punctually to pay Rentbe an immediate Event of Default hereunder, no notice being required;
(b) If any default or to make event of default shall occur under the Lease, the General Contract for the First Amendment Space Improvements, the General Contract for the Additional Space Improvements, the First Note, the Second Note, the Mortgage or any other payment required hereunderof the Loan Documents in each instance, when due beyond any applicable notice and cure period;
(c) If at any time any representation or warranty, as updated subsequently to Cityits initially being made, made by Borrower in this Agreement or in any other instrument or document delivered to Lender in connection with the First Loan or the Second Loan shall be incorrect, in a material respect, whether or not such representation or warranty was originally or previously incorrect and Borrower fails to cure the same within fifteen (15) days following notice; PROVIDED, HOWEVER, the same are capable of being be cured within such failure shall continue beyond fifteen (15) day period;
(d) If after the date specified of the first advance, the construction of the Improvements be not carried on with reasonable dispatch or at any time be discontinued for twenty (20) consecutive days, other than as may be specifically provided for in a written notice this Agreement or either of such default from Directorthe General Contracts; PROVIDED, which date shall be no earlier than HOWEVER, that the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City Borrower shall have no obligation to give, notice of any further defaults in commence or complete the payment of Rent or other payment. In such event, there shall be deemed Additional Space Improvements if the Second Lease Amendment is terminated pursuant to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orSection 5 thereof.
(be) Tenant shall become insolventIf, or shall take the benefit of any present or future insolvency statuteafter prior notice, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, Lender or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and Architect shall not be dismissed permitted, at all reasonable times, to enter upon the Premises, inspect the Improvements and the construction thereof and all materials, fixtures and articles used or to be used in the construction and to examine all detailed plans, shop drawings and specifications which relate to the Improvements, or if Borrower shall fail to furnish to Architect, Lender or its authorized representative, copies of such plans, drawings and specifications upon request by Lender;
(f) If any of the materials, fixtures or articles used in the construction of the Improvements or the appurtenances thereto, or to be used in the operation thereof, be not in accordance with the Plans for First Amendment Space Improvements or the Plans for Additional Space Improvements, as approved by the Architect and the condition be not corrected to the satisfaction of Lender within thirty (30) days from its receipt of notice thereof;
(g) Other than contemplated by the Permitted Encumbrances, if Borrower executes any conditional xxxx of sale, chattel mortgage or other security instrument covering any materials, fixtures or articles intended to be incorporated in the Improvements, or files a financing statement publishing notice of such security instrument, or if any of such materials, fixtures or articles are not purchased so that the ownership thereof will vest unconditionally in Borrower (subject, however, to Landlord's rights pursuant to the Lease), free from encumbrances, on incorporation into the Improvements or if Borrower does not produce to Lender upon demand the contracts, bills of sale, statements, receipted vouchers or agreements, or any of them under which Borrower claims title to such materials, fixtures and articles;
(h) If the Improvements in the judgment of Architect are not substantially completed on their respective Completion Dates; PROVIDED, HOWEVER, that the Borrower shall have no obligation to commence or complete the Additional Space Improvements if the Second Lease Amendment is terminated pursuant to Section 5 thereof.
(i) If the Improvements in the judgment of Architect cannot with reasonable diligence be completed on or before their respective Completion Dates; PROVIDED, HOWEVER, that the Borrower shall have no obligation to commence or complete the Additional Space Improvements if the Second Lease Amendment is terminated pursuant to Section 5 thereof.
(j) If a lien for the performance of work or the supply of materials is filed against the Premises and remains unsatisfied or unbonded at the time of any Request for Advance or for a period of thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert thereof or vacate the Premises; or
(f) Any lien shall be filed against if the Premises or Improvements are encumbered by any other lien or encumbrance as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose Borrower not approved by DirectorLender; orand
(k) There If Borrower assigns, surrenders, terminates or sublets all or any part of the Premises in violation of this Agreement or ceases to use and occupy the Premises or the Lease expires or terminates; PROVIDED, HOWEVER, that a termination of the Second Lease Amendment under Section 5 thereof shall occur not be a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementhereunder.
Appears in 1 contract
Event of Default. The occurrence Upon an Event of any one or more of Default, the following events shall constitute a breach entire unpaid balance of this Lease Note then outstanding, together with accrued interest thereon, if any, shall be and become immediately due and payable upon written notice from the Holder. For purposes of this Note, an “Event of Default” hereundershall consist of any of the following events:
(a) Tenant The Borrower shall fail duly and punctually to pay Rentany portion of the Obligations, or to make any other payment required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur including an Event of Default immediately upon Tenant’s failure under the Related Loan Notes, which shall become due and payable to duly and punctually pay Rent Holder under this Note, whether at the Maturity Date or at any accelerated date of maturity or at any other payment hereunder; ordate fixed for payment.
(b) Tenant The Borrower shall become commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking other relief with respect to its debts; or a court shall take enter an order for relief or any such adjudication or appointment, which case, proceeding or action or order, adjudication, or appointment, as the benefit case may be, remains undismissed, undischarged or unbonded for a period of 30 days, then, or any time thereafter during the continuance of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; orsuch events.
(c) A petition under any part of judgment for money damages (or the federal bankruptcy laws, or an action under any present or future insolvency law or statute, equitable equivalent) shall be filed entered against Tenant and shall the Borrower, which has not be dismissed been vacated or stayed within thirty (30) 10 days after the filing thereof; orof entry.
(d) There shall occur a Transfer without the prior approval Any material representation or warranty of the City; orBorrower herein shall prove to have been false in any material respect upon the date when made.
(e) Tenant shall voluntarily abandon, desert The occurrence of a default under any material indebtedness of the Borrower resulting from other than the failure to timely pay interest or vacate principal of such indebtedness which results in the Premises; oracceleration of the maturity of such indebtedness.
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in default under this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport Note or the Terminal Buildings used by Tenant Related Loan Notes issued under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementAgreement.
Appears in 1 contract
Samples: Secured Note (Vaporin, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:defined.
(a1) Tenant shall fail duly and punctually to pay RentThe sale of Lessee's interest in the Premises under attachment, execution or to make similar legal process; or if Lessee is adjudicated as bankrupt or insolvent under any other payment required hereunder, when due to City, state bankruptcy or insolvency law or an order for relief is entered against Lessee under the federal Bankruptcy Code and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third adjudication or order is not vacated within sixty (3rd60) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two days;
(2) defaults in The commencement of a case under any chapter of the payment federal Bankruptcy Code by or against Lessee or the filing of Rent a voluntary or other payment during involuntary petition proposing the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice adjudication of any further defaults in the payment of Rent Lessee as bankrupt or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
(b) Tenant shall become insolvent, or the reorganization of Lessee or an arrangement by Lessee or any guarantor with its creditors, unless the petition is filed or case commenced by a party other than Lessee and is withdrawn or dismissed within sixty (60) days after the date of its filing;
(3) The admission in writing by Lessee of its inability to pay its debts when due;
(4) The appointment of a receiver or trustee for the business or property of Lessee unless such appointment shall take the benefit be vacated within sixty (60) days of any present or future insolvency statute, or shall make a general its entry;
(5) The making by Lessee of an assignment for the benefit of its creditors, or file a voluntary petition if in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law manner Lessee's interest in this Lease shall pass to another by operation of law;
(6) The failure of Lessee to pay any Rentals or statute other sum of money within ten (10) days after receipt of written notice from Lessor that the United States same is due hereunder, provided, however, if Lessee shall default in the payment of Rentals two (2) or more times in any twelve (12) month period, that notwithstanding such defaults have each been cured by Lessee, any further default in the payment of Rentals shall be deemed an Event of Default without the ability for cure;
(7) Default by Lessee in the performance or observance of any state thereofcovenant or agreement of this Lease (other than a default involving the payment of money), or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and shall which default is not be dismissed cured within thirty (30) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt giving of notice thereof by Tenant; or
(g) Tenant shall fail to provideLessor, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and unless such default is of such nature that it cannot be cured within such thirty (30) day period, in which case no Event of Default shall occur so long as may be provided in Lessee shall commence the curing of the default within such agreementthirty (30) day period and shall thereafter diligently prosecute the curing of same; provided, however, if Lessee shall default in the performance of any such covenant or agreement of this Lease two (2) or more times in any twelve (12) month period, that nothing herein notwithstanding such defaults have each been cured by Lessee, any further similar default shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such an Event of Default without the ability for cure; and
(8) An event of default under the Master Lease by Lessor.
(9) The occurrence of any other than event described as may be provided in such other agreementconstituting an "Event of Default" elsewhere.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Lease and be an “Event of Default” hereunderon the part of Tenant:
(a) Tenant shall fail duly and punctually Failure to pay any part of the Base Rent or Additional Rent, or to make any other payment sums of money that Tenant is required hereunder, when due to City, and such failure shall continue beyond the date specified in a written notice of such default from Director, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice of any further defaults in the payment of Rent or other payment. In such event, there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; orunder this Lease
(b) Failure to perform any other covenant, condition or requirement of this Lease Comment [73]: “Provided that” is poor phrasing. Comment [74]: COMMENT: This is repetitive of the same language in subdivision (a). Comment [72]: COMMENT: This is conventionally known as a “notice and cure” provision.
(c) The abandonment or vacating of the Premises by Tenant.
(d) Tenant shall admit in writing its inabil- ity to pay its debts generally as they become insolventdue,
(e) A court of competent jurisdiction shall enter an order, judgment or shall take decree appointing a receiver of Tenant or of the benefit whole or any substantial part of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary Premises Comment [76]: This refers to an involuntary petition in bankruptcy, which can be filed by creditors in certain circumstances.
(f) A court of competent jurisdiction shall enter an order, judgment or decree approving a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness under the federal bankruptcy laws, or filed against Tenant under any other bankruptcy, insolvency, reorganiza- tion, dissolution or liquidation law or statute of the United States federal or state government or any subdivision of any state thereofeither now or hereafter in effect, and such order, judgment or consent to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, shall be filed against Tenant and decree shall not be dismissed vacated, set aside or stayed within thirty (30) days after from the filing thereof; or
(d) There shall occur date of entry of such order, judgment or decree, 1420 1421 1422 aside. or a Transfer without the prior approval of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien stay thereof shall be filed against the Premises as a result of any act or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and such failure shall continue for a period of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt of the First Notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving of the First Notice; or
(j) Tenant shall use or give its permission to any person to use any portion of Airport or the Terminal Buildings used by Tenant under this Lease for any illegal purpose, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and City, including the Other Agreements, if any, and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreement.set
Appears in 1 contract
Samples: Commercial Lease
