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 11 contracts
Samples: Power Purchase Agreement, 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 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 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 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 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 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. 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 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 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 Borrowers, without notice or demand of any one or more of the following events kind, shall constitute a breach of this Lease and an “Event of Default” hereunderbe in default hereunder if:
(a) Tenant shall fail duly any amount payable on this Note or on any other liability or obligation of the Borrowers to the Bank, howsoever created, arising or evidenced, and punctually howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to pay Rentbecome due, whether direct or indirect, or absolute or contingent, and whether several, joint or joint and several, including, without limitation any guaranty executed by the Borrowers for the benefit of the Bank (all of which liabilities and obligations, including this Note, are hereinafter called the “Obligations”) is not paid when due; or
(b) Borrowers shall otherwise fail to make perform any of the promises to be performed by the Borrowers hereunder or under any other payment required hereundersecurity agreement or other agreement with the Bank, when due including, but not limited to City, the obligations set forth in Article IV herein 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 hereundergrace period applicable thereto; or
(bc) Tenant shall become insolventthe Borrowers or any other party liable with respect to the Obligations, or shall take the benefit of any present guarantor or future insolvency statuteaccommodation endorser or third party pledgor, or shall make a general any assignment for the benefit of creditors, or file a voluntary petition in there shall be commenced any bankruptcy, receivership, insolvency, reorganization, dissolution or a petition liquidation proceedings by or answer seeking an arrangement for its reorganizationagainst, or the readjustment entry of its indebtedness under the federal bankruptcy lawsany judgment, levy, attachment, garnishment or other process, or under the filing of any lien against the Borrowers or any guarantor, or any other law party liable with respect to the Obligations, or statute accommodation endorser or third party pledgor for any of the United States or of any state thereofObligations, or consent to the appointment of a receiver, trustee, or liquidator of against any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, Collateral (as defined below) or an action any of the collateral under a separate security agreement signed by 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 thereofone of them; or
(d) There shall occur a Transfer without the prior approval there be any deterioration or impairment of any of the CityCollateral hereunder or any of the collateral under any security agreement executed by the Borrowers or any other party liable with respect to the Obligations, or any guarantor or accommodation endorser or third party pledgor for any of the Obligations, or any decline or depreciation in the value or market price thereof (whether actual or reasonably anticipated), which causes said Collateral or collateral in the sole opinion of the Bank acting in good faith, to become unsatisfactory as to value or character, or which causes the Bank to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations is or will soon be impaired, time being of the essence; or
(e) Tenant shall voluntarily abandonif this Note is secured by an additional or separate security agreement, desert or vacate then, the Premisesoccurrence of any default thereunder; or
(f) Any lien shall be filed against the Premises as there is a result discontinuance by any guarantor of any act guaranty of Obligations hereunder; or omission the determination by the Bank that a material adverse change has occurred in the financial condition of Tenantthe Borrowers from the condition set forth in the most recent financial statement of the Borrowers furnished to the Bank, and shall not be discharged or contested by Tenant from the financial condition of the Borrowers most recently disclosed to the Bank in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenantany manner; or
(g) Tenant shall fail any oral or written warranty, representation, certificate or statement of the Borrowers to provide, maintain, increase, or replace, the Deposit as required hereinBank is untrue in any material respect; or
(h) Tenant shall fail the failure to obtain do any act necessary to preserve and maintain the insurance required hereunder, or provide copies value and collectability of the policies or certificates to City as required hereinCollateral; 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, Borrowers after request by the Bank to furnish financial information or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after permit inspection by the giving Bank of the First NoticeBorrowers’ books and records; or
(j) Tenant any guarantor of this Note or of any of the other Obligations shall use or give its permission to any person to use any portion contest the validity 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 agreementguaranty.
Appears in 2 contracts
Samples: Mortgage Note (Electric City Corp), Mortgage Note (Electric City Corp)
Event of Default. The occurrence Borrower, without notice or demand of any one or more of the following events kind, shall constitute a breach of this Lease and an “Event of Default” hereunderbe in default hereunder if:
(a) Tenant shall fail duly any amount payable on this Note or on any other liability or obligation of the Borrower to the Bank, howsoever created, arising or evidenced, and punctually howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to pay Rentbecome due, whether direct or indirect, or absolute or contingent, and whether several, joint or joint and several, including, without limitation any guaranty executed by the Borrower for the benefit of the Bank (all of which liabilities and obligations, including this Note, are hereinafter called the “Obligations”) is not paid when due; or
(b) Borrower shall otherwise fail to make perform any of the promises to be performed by the Borrower hereunder or under any other payment required hereundersecurity agreement or other agreement with the Bank, when due including, but not limited to City, the obligations set forth in Article IV herein 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 hereundergrace period applicable thereto; or
(bc) Tenant shall become insolventthe Borrower or any other party liable with respect to the Obligations, or shall take the benefit of any present guarantor or future insolvency statuteaccommodation endorser or third party pledgor, or shall make a general any assignment for the benefit of creditors, or file a voluntary petition in there shall be commenced any bankruptcy, receivership, insolvency, reorganization, dissolution or a petition liquidation proceedings by or answer seeking an arrangement for its reorganizationagainst, or the readjustment entry of its indebtedness under the federal bankruptcy lawsany judgment, levy, attachment, garnishment or other process, or under the filing of any lien against the Borrower or any guarantor, or any other law party liable with respect to the Obligations, or statute accommodation endorser or third party pledgor for any of the United States or of any state thereofObligations, or consent to the appointment of a receiver, trustee, or liquidator of against any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy laws, Collateral (as defined below) or an action any of the collateral under a separate security agreement signed by 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 thereofone of them; or
(d) There shall occur a Transfer without the prior approval there be any deterioration or impairment of any of the CityCollateral hereunder or any of the collateral under any security agreement executed by the Borrower or any other party liable with respect to the Obligations, or any guarantor or accommodation endorser or third party pledgor for any of the Obligations, or any decline or depreciation in the value or market price thereof (whether actual or reasonably anticipated), which causes said Collateral or collateral in the sole opinion of the Bank acting in good faith, to become unsatisfactory as to value or character, or which causes the Bank to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations is or will soon be impaired, time being of the essence; or
(e) Tenant shall voluntarily abandonif this Note is secured by an additional or separate security agreement, desert or vacate then, the Premisesoccurrence of any default thereunder; or
(f) Any lien shall be filed against the Premises as there is a result discontinuance by any guarantor of any act guaranty of Obligations hereunder; or omission the determination by the Bank that a material adverse change has occurred in the financial condition of Tenantthe Borrower from the condition set forth in the most recent financial statement of the Borrower furnished to the Bank, and shall not be discharged or contested by Tenant from the financial condition of the Borrower most recently disclosed to the Bank in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenantany manner; or
(g) Tenant shall fail any oral or written warranty, representation, certificate or statement of the Borrower to provide, maintain, increase, or replace, the Deposit as required hereinBank is untrue in any material respect; or
(h) Tenant shall fail the failure to obtain do any act necessary to preserve and maintain the insurance required hereunder, or provide copies value and collectability of the policies or certificates to City as required hereinCollateral; 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, Borrower after request by the Bank to furnish financial information or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after permit inspection by the giving Bank of the First NoticeBorrower’s books and records; or
(j) Tenant any guarantor of this Note or of any of the other Obligations shall use or give its permission to any person to use any portion contest the validity 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 agreementguaranty.
Appears in 2 contracts
Samples: Mortgage Note (Lime Energy Co.), Mortgage Note (Lime Energy Co.)
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, 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 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 occurrence of any one or more of the following events shall constitute a breach of this Lease and an term “Event of Default” hereunder:
shall mean the occurrence of any of the following events: (a) Tenant REG or any Party Affiliate shall fail duly and punctually to pay Rent, perform or observe any covenant contained in this Agreement or any Feedstock Agreement or Biodiesel Agreement (including the failure to make any other payment required hereunder, within three (3) days of 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 hereunderdue); or
(b) Tenant any representation or warranty made by REG and/or any Party Affiliates in this Agreement, any Feedstock Agreement or any Biodiesel Agreement shall become insolvent, prove to have been untrue or incorrect in any material respect when made or deemed made; (c) either REG or any Affiliate of REG shall take the benefit of (i) voluntarily commence any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, proceeding or file a voluntary any petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganization, or the readjustment of its indebtedness relief under the federal bankruptcy laws, or under any other law or statute Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of any state thereofsuch petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or liquidator similar official of any itself or substantially all a substantial part of its propertyproperty or assets, (iv) file an answer admitting the material allegations of a petition filed against itself in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any corporate or limited liability company action for the purpose of effecting any of the foregoing; or
(cd) A an involuntary proceeding shall be commenced or an involuntary petition under shall be filed in a court of competent jurisdiction seeking (i) relief in respect of REG or any Affiliate of REG, or of a substantial part of the federal property or assets of REG or any Affiliate of REG, under Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official of REG or any Affiliate of REG or of a substantial part of the property or assets of REG or any Affiliate of REG or (iii) the winding up or liquidation of REG or any Affiliate of REG; and any such proceeding or petition shall continue undismissed for thirty (30) consecutive days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for thirty (30) consecutive days; (e) dissolution, termination of existence or operations, merger, consolidation or transfer of a substantial part of the property or assets of REG or any Affiliate of REG; (f) REG or any Affiliate of REG shall become insolvent in either the equity or bankruptcy lawssense of the term; (g) a judgment or order is rendered against REG or any Affiliate of REG and either (i) enforcement proceedings have been commenced by any creditor upon any such judgment or order or (ii) within thirty (30) days after entry thereof, such judgment or order is not paid or otherwise discharged or execution thereof stayed pending appeal, 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 expiration of any act such stay, such judgment or omission order is not paid or otherwise discharged; or a judgment or order in an amount in excess of Tenant$500,000 is rendered against REG or any Affiliate of REG, and shall not be irrespective of whether such judgment or order is paid or otherwise discharged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenantstayed pending appeal; or
(g) Tenant shall fail to provide, maintain, increase, or replace, the Deposit as required herein; or
(h) Tenant any default or event of default shall fail occur under or within the meaning of any agreement, document or instrument evidencing, securing, guaranteeing the payment of or otherwise relating to obtain and maintain the insurance required hereunder, any outstanding indebtedness of REG or provide copies an Affiliate of the policies or certificates to City as required hereinREG for borrowed money in a principal amount in excess of $1,000,000; or
(i) Tenant any material default or material event of default shall fail to keepoccur under or within the meaning of any material agreement, perform and observe each and every other promisedocument or instrument heretofore, covenant and agreement set forth now or hereafter executed by REG or any Affiliate of REG with or in this Leasefavor of Bunge which is not cured within any applicable grace or cure period (if any), 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, REG or any purpose not approved Party Affiliate commingling any feedstock or biodiesel owned by Director; or
(k) There REG or a Party Affiliate with any Feedstock or Biodiesel which is owned by Bunge. REG and each Party Affiliate shall occur a default under notify Bunge of any other agreement between Tenant and City, including Event of Default as soon as possible after the Other Agreements, if any, and occurrence of any 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 agreementEvent of Default.
Appears in 2 contracts
Samples: Master Services Agreement (REG Newco, Inc.), Master Services Agreement (REG Newco, 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 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 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 13.1 Each of the following events shall constitute a breach of this Lease and be considered as an “Event of Default” hereunderofDefault”:
(a) Tenant If any default 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 have occurred in the payment of Rent any amounts due and payable under this Agreement or other payment during theTransaction Documents in pursuance to 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; orLoan;
(b) Tenant shall become insolvent, or shall take the benefit If any breach of any present terms and conditions of this Agreement 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; orTransaction Documents occurs;
(c) A petition under If any part information given by the Borrower to the Lender while availing the Loan or in this Agreement or any of the federal bankruptcy laws, Transaction Documents is found to be misleading 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; orincorrect;
(d) There shall occur a Transfer without the prior approval If any of the City; orSecurities depreciates in value or is in jeopardy, or if the rights over the Securities are altered or if the ability of the Lender to enforce the Securities is affected.
(e) Tenant shall voluntarily abandonIf the Borrower fails to inform the Lender of the occurrence of any Event of Default or any event which after the notice or lapse of time, desert or vacate the Premises; orboth, would become an Event of Default;
(f) Any lien default by the Borrower under any credit facility agreement or arrangement entered into by the Borrower with the Lender, any bank and/or financial institution / non-banking financial company and/or other creditors, shall be filed against the Premises as a result constitute an event of any act or omission of Tenant, default under this Agreement and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty vice-versa (20) days after receipt of notice thereof by Tenant; or“Cross Default”);
(g) Tenant shall fail to provideIn case the Borrower is a company, maintainif a winding-up petition has been filed against the Borrower and the same is not vacated, increasestayed or abated within 15 (Fifteen) days from the date of first hearing or admittance, whichever is early or replaceif any proceeding or litigation is commenced or threatened against the Borrower and such proceedings not been stayed or disposed off within 15 (Fifteen) days from commencement or if any authority has taken any action whereby the Borrower is deprived of substantial part of its assets, and the Deposit as required herein; orsame is not vacated, stayed or abated within 15 (Fifteen) days from the date of initiation of such action;
(h) Tenant shall fail In case the Borrower is a partnership or a limited liability partnership, if the Borrower is dissolved or a notice of dissolution is given to obtain and maintain it or any of its partners or if the insurance required hereunder, Borrower or provide copies any of the policies its partners commits an act of insolvency or certificates to City as required herein; ormakes an application for being declared insolvent or an order is passed declaring it or them or any of them an insolvent;
(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 (In case the “First Notice”); or if satisfaction of such obligation requires activity over a period of timeBorrower is an individual, 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, Borrower becomes insolvent or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant and Cityinsolvency proceedings are instituted against the Borrower, including the Other Agreements, if any, and such default whichever 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 agreementearlier.
Appears in 2 contracts
Samples: Loan Agreement, Loan 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”:
(a) Tenant shall fail duly and punctually the Company’s failure to pay Rentto the Holder any amount of Principal, Interest, or to make any other payment required hereunderamounts when and as due under this Note, when due to Citythe Security Agreement or the Additional Purchase 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 foregoingexcept, in the event there occurs two (2) defaults in the payment case of Rent a failure to pay Interest or other payment during the Termnon-Principal amounts when and as due, thereafter Tenant shall not be entitled to, and City shall have no obligation to give, notice in which case only if such failure remains uncured for a period 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; orat least five (5) days;
(b) Tenant bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall become be instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within sixty (60) days of their initiation;
(c) 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 shall take the benefit 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 present bankruptcy or future insolvency statutecase or proceeding against it, or shall make the filing by it of a general 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 file the execution of a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganizationcomposition of debts, or the readjustment occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its indebtedness under inability to pay its debts generally as they become due, the federal bankruptcy laws, taking of corporate action by the Company or under any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a UCC foreclosure sale or any other similar action under federal, state or foreign law or statute of the United States or of any substantial part of the Company’s property or any substantial part of any Subsidiary’s property;
(d) 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 thereofor 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 consent to approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the appointment of 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 liquidator other similar official of the Company or any Subsidiary or of any or substantially all substantial part of its property; or, 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;
(ce) A petition under a final judgment, judgments, any part arbitration or mediation award or any settlement of any litigation or any other satisfaction of any claim made by any Person pursuant to any litigation, as applicable, (each a “Judgment”, and collectively, the federal bankruptcy laws“Judgments”) with respect to the payment of cash, securities and/or other assets with an aggregate fair market value in excess of $2,000,000 are rendered against, agreed to or an action under otherwise accepted by, the Company and/or any present or future insolvency law or statuteof its Subsidiaries and which Judgments are not, shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing entry 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 Tenantbonded, 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, increasestayed pending appeal, or replace, the Deposit as required herein; or
are not discharged within thirty (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 (12030) days after the giving expiration 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 agreementstay; provided, however, that nothing herein any Judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $2,000,000 amount set forth above so long as the Company provides the Holder written evidence of such insurance coverage or indemnity (which evidence shall be deemed reasonably satisfactory to imply the Holder) to the effect that Tenant shall be entitled 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 prior to additional notice the later of (i) thirty (30) days after the issuance of such Judgment or cure rights (ii) any requirement to pay such Judgment;
(f) the Company and/or any Subsidiary, individually or in the aggregate, fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $2,000,000 due to any third party or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $2,000,000, which breach or violation results in the acceleration of amounts due thereunder or permits the other party thereto to accelerate amounts due thereunder;
(g) any breach or failure in any respect by the Company to comply with any provision of this Note or any other Transaction Document for thirty (30) days after delivery to the Company of notice of such breach or failure by or on behalf of a Secured Party (as defined in the Security Agreement) or the Agent (as defined in the Security Agreement) or thirty (30) days after an officer of the Company has knowledge of such breach or failure, unless such default is capable of cure but cannot be cured within such time frame and the Company is using best efforts to cure the same in a timely manner;
(h) any Material Adverse Change occurs (other than any Excluded Event) and is not otherwise cured within thirty (30) days of written notice thereof by the Required Holders;
(i) any provision of any Transaction Document (shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document to which it is a party, or any Lien created by the Security Agreement ceases to be enforceable and of the same effect and priority purported to be created thereby, other than as expressly permitted thereunder or thereunder;
(j) any Fundamental Transaction occurs without the written consent of the Required Holders;
(k) any Event of Default (as defined in the Security Agreement) occurs with respect to the Security Agreement;
(l) any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes;
(m) any representation, warranty, certification or other statement of fact made or deemed made by or on behalf of the Company herein or in any other Transaction Document proves to have been false or misleading in any material respect on or as of the date made or deemed made; or
(n) any Subordinated Indebtedness cease for any reason to be validly subordinated to the Indebtedness evidenced by this Note, or the Company, any Subsidiary or any holder thereof (or its trustee or agent) so asserts. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall promptly deliver written notice thereof via facsimile and overnight courier (with next day delivery specified) (an “Event of Default Notice”) to the Holder. Notwithstanding anything to the contrary set forth above or elsewhere herein, the following Indebtedness and obligations, and any defaults with respect thereto, shall not constitute an Event of Default under Section 3.1(f) above: (i) any payments contested by the Company and/or such Subsidiary (as the case may be provided be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP and, with respect to any subsidiary, such other agreementdefault is otherwise resolved in a manner which does not result in a Material Adverse Change; and (ii) with respect to any Subsidiary, any default with respect to a non-recourse obligation and such default does not otherwise result in a Material Adverse Change.
Appears in 2 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Pacific Ethanol, 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 of any Note shall be immediately due and payable in full if one or more of the following following- described events of default shall constitute a breach of this Lease and an “Event of Default” hereunderoccur:
(A) The Borrower (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 file 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 hereunderpetition for adjudication as a bankrupt; or
(b) Tenant shall become insolvent, file a petition or shall take answer seeking reorganization or an arrangement under any bankruptcy or similar statute of the benefit United States of America or any subdivision thereof or of any present foreign jurisdiction; (c) shall consent to the filing of a petition in any such bankruptcy or future insolvency statute, reorganization proceeding; (d) shall consent to the appointment of a receiver or trustee or officer performing similar functions with respect to any substantial part of its property; (e) shall make a general assignment for the benefit of its creditors; or (f) shall execute a consent to any other type of insolvency proceeding (under the Bankruptcy Act or otherwise) or any informal proceeding for the dissolution or liquidation of, or file settlement of, claims against or winding up of affairs of the Borrower; or
(B) The appointment of a voluntary petition in bankruptcy, receiver or a petition trustee or answer seeking an arrangement officer performing similar functions for the Borrower or for any of its reorganizationassets, or the readjustment filing against the Borrower of its indebtedness under the federal bankruptcy laws, a petition for adjudication as a bankrupt or insolvent or for reorganization under any other law bankruptcy or statute similar laws of the United States of America or of any state thereofthereof or of any foreign jurisdiction, or consent to the appointment of a receiver, trustee, or liquidator institution against the Borrower of any other type of insolvency proceeding (under the Bankruptcy Act or substantially all otherwise) or of its property; or
(c) A any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of, the Borrower, and the failure to have such appointment vacated or 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 be proceeding dismissed within thirty (30) days after the such appointment, filing thereof; oror institution.
(dC) There shall occur a Transfer without the prior approval Failure 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 Borrower to make payment of any act principal, interest, or omission of Tenant, and shall not be discharged or contested by Tenant in good faith by proper legal proceedings payment within twenty (20) days after receipt of notice thereof by Tenant; orits due date to the Lender under the Note, or any of the corresponding Security Documents.
(gD) Tenant shall fail to provideDefault in the performance of any other liability, maintain, increase, obligation or replace, the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereunder, or provide copies covenant of the policies or certificates Borrower 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 Leasethe Lender under the Security Documents, and such failure shall continue the continuance thereof for a period of more than three twenty (320) days after delivery by Director of a written notice of such failure (to the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence Borrower from 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 agreementLender.
Appears in 2 contracts
Samples: Short Term Loan and Security Agreement (Ashton Technology Group Inc), Short Term Loan and Security Agreement (Ashton Technology Group 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 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 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 charges in respect of this Note, or any other note issued by the Borrower for the benefit of the Lender or any other creditor, as and when the same shall become due and payable;
(ii) Borrower shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Note or any other agreement between the Borrower and the Lender or any other creditor;
(iii) There shall be a breach of any of the representations and warranties set forth in this Note or any transaction document executed contemporaneously herewith, including without limitation, the Borrower’s express representation that the purpose of this Note is to fund the Borrower’s direct costs to its auditor to enable such auditor to complete its review of the Company’s quarterly securities filings, payment during to financial printers for Exxxx filings, payment to the Term, thereafter Tenant shall not be entitled toCompany’s transfer agent, 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 hereunderaccounting; 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 thereofof the foregoing.
(b) Upon the occurrence of an Event of Default, or consent 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 in full. In the event that full payment is not made upon the expiry of a thirty (30) day period, a default penalty equal to 5.0% in excess of the Interest Rate hereunder of the Face Amount per month during the period of Default (the “Default Penalty”) shall apply to the appointment entire amount of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding Face Amount of this Note and any accrued but unpaid interest due hereunder 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 and any accrued but unpaid interest due hereunder, or an action all of Lxxxxx’s costs, fees (including without limitation, reasonable attorney’s fees and disbursements), and expenses relating to collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the Note and 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; ortransaction documents entered into contemporaneously herewith.
(d) There shall occur a Transfer without the prior approval The failure of the City; or
(e) Tenant Lender to exercise any of its rights hereunder in any particular instance shall voluntarily abandon, desert not constitute a waiver of the 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 the Lender or any subsequent holder. BORROWER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION. BORROWER FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE. BXXXXXXX ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF RAMIFICATION THIS WAIVER WITH ITS ATTORNEYS. The Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other than as may remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided cumulative. This Note is intended to be a negotiable instrument in such other agreementaccordance with Section 3-104 of the Uniform Commercial Code.
Appears in 2 contracts
Samples: Promissory Note (Transportation & Logistics Systems, Inc.), Promissory Note (Transportation & Logistics Systems, 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. 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 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 (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 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 (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 of the following events shall constitute a breach an event of this Lease and default (an “Event of Default” hereunder”) by Lessee under this Lease:
(a) Tenant shall fail duly and punctually to pay Rent, or a. Failure of Lessee to make any cash payment of Rent (inclusive of Additional Rent) required to be made in cash or any other monetary payment required hereunderto be made by Lessee hereunder when due, when due to City, and such which failure shall continue beyond the date specified in a is not remedied within ten (10) days after written notice of such default from Directorfailure is provided to Lessee (“Notice of Default”);
b. Failure of Lessee to keep, observe, or perform any term, condition, or provision this Lease, which date shall failure is not remedied within (30) days after receiving Notice of Default, provided, however, if the failure cannot reasonably 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 cured within thirty (30) days after days, 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 Lessee shall not be discharged or contested by Tenant in default so long as Lessee commences to cure the default within such thirty (30) day period and thereafter diligently and in good faith by proper legal proceedings proceeds to cure the default within twenty a reasonable time thereafter not to exceed ninety (2090) 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 following receipt of the First NoticeNotice of Default;
c. Commencement by or against Lessee of an insolvency or bankruptcy proceeding, including without limitation, a proceeding for liquidation, reorganization, or thereafter fails to diligently prosecute such curefor the readjustment of indebtedness, or fails to actually cause such cure within one hundred twenty (120) days after the giving insolvency of the First Notice; or
(j) Tenant shall use receiver, trustee 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 agreementcustodian; provided, however, that nothing herein any of the foregoing set forth in this subsection which is commenced by a person other than Lessee shall be deemed not constitute and Event of Default if it is discharged within ninety (90) days after it is made;
d. Making of any offer or giving of any gratuities in the form of entertainment, gifts, or otherwise, by the Lessee, or any agent or representative of the Lessee, to imply that Tenant shall be entitled to additional notice any officer or cure rights employee of the Government with a view toward procuring an agreement or procuring favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such default other than as may agreement; and
e. The placement of any lien upon the Leased Premises, by Lessee or by Lessee’s contractors, sub-contractors, agents, representatives, or employees in connection with Lessee’s exercise of the rights granted herein, which is not otherwise expressly permitted by this Lease and the failure to cause such lien to be provided in such other agreementbonded off or otherwise discharged within sixty (60) days.
Appears in 2 contracts
Samples: Ground Lease Agreement, Ground Lease Agreement
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 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 Xxxxxx, 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 7.02 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 2 contracts
Samples: Head Lease Agreement (Seneca Gaming Corp), Head Lease Agreement (Seneca Gaming Corp)
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 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 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 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 2 contracts
Samples: Revolving Credit Agreement (Overland Advantage), Revolving Credit Agreement (Overland Advantage)
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 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 (GTC Biotherapeutics Inc), Sublease Agreement (Antigenics Inc /De/)
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 (a) Any 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 under this Agreement: (i) an Event of Default, as defined in the Credit Agreement, shall occur under the Credit Agreement; (ii) any representation, warranty or statement made by Pledgor in or pursuant to duly and punctually pay Rent this Agreement or in any other payment hereunderwriting received by Administrative Agent or the Lenders in connection with the Obligations shall be false or erroneous in any material respect; oror (iii) Pledgor shall fail or omit to perform or observe any agreement made by Pledgor in or pursuant to this Agreement or in any other writing received by Administrative Agent or the Lenders pursuant hereto.
(b) Tenant shall become insolventPledgor expressly acknowledges that Administrative Agent, 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 on behalf of the United States or Lenders, shall record this Agreement with the USPTO. Contemporaneously herewith, Pledgor shall execute and deliver to Administrative Agent the Assignment, which Assignment shall have no force and effect and shall be held by Administrative Agent in escrow until the occurrence of any state thereofan Event of Default; provided, or consent that, anything herein to the appointment contrary notwithstanding, the security interest and collateral assignment granted herein shall be effective as of a receiverthe date of this Agreement. After the occurrence of an Event of Default, trusteethe Assignment shall immediately take effect upon certification of such fact by an authorized officer of Administrative Agent in the form reflected on the face of the Assignment and Administrative Agent may, or liquidator of any or substantially all of in its property; orsole discretion, record the Assignment with USPTO.
(c) A petition under any part If an Event of Default shall occur, Pledgor irrevocably authorizes and empowers Administrative Agent, on behalf of the federal bankruptcy lawsLenders, 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 to terminate Pledgor's use of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate Collateral and to exercise such rights and remedies as allowed by law. Without limiting 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 generality of the policies foregoing, after any delivery 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 taking 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 possession 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 purposeCollateral, or any purpose not approved by Director; or
(k) There shall occur a default under thereof, pursuant to this Agreement, then, with or without resort to Pledgor or any other agreement between Tenant Person or property, all of which Pledgor hereby waives, and Cityupon such terms and in such manner as Administrative Agent may deem advisable, including Administrative Agent, on behalf of the Other AgreementsLenders, may in its discretion, sell, assign, transfer and deliver any of the Collateral, together with the associated goodwill, or any interest that Pledgor may have therein, at any time, or from time to time. No prior notice need be given to Pledgor or to any other Person in the case of any sale of Collateral that Administrative Agent determines to be declining speedily in value or that is customarily sold in any recognized market, but in any other case Administrative Agent shall give Pledgor no fewer than ten (10) days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. Pledgor waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in respect of any such sale. At any such public sale, Administrative Agent or any Lender may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights Pledgor hereby waives and releases. After deducting all Related Expenses, and after paying all claims, if any, and secured by liens having precedence over this Agreement, Administrative Agent may apply the net proceeds of each such default is sale to or toward the payment of the Obligations, whether or not cured as may be provided then due, in such agreement; providedorder and by such division as Administrative Agent in its sole discretion may deem advisable. Any excess, howeverto the extent permitted by law, that nothing herein shall be deemed paid to imply that Tenant Pledgor, and the obligors on the Obligations shall remain liable for any deficiency. In addition, Administrative Agent shall at all times have the right to obtain new appraisals of Pledgor or the Collateral, the cost of which shall be entitled to additional notice or cure rights with respect to such default other than as may be provided in such other agreementpaid by Pledgor.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Hawk Corp)
Event of Default. The occurrence of Lessee agrees that any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunder:be considered "EVENTS OF DEFAULT" as said term is used herein, that is to say, if
(a) Tenant Lessee shall fail duly and punctually to pay Rentbe adjudged an involuntary bankrupt, or to make a decree or order approving, as properly filed, a petition or answer filed against Lessee asking reorganization of Lessee under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any other payment required hereunderstate, when due to Cityshall be entered, and any such failure decree or judgment or order shall continue beyond not have been vacated or set aside within ninety (90) 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 entry 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 hereundergranting thereof; or
(b) Tenant Lessee shall become insolventfile or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Lessee shall take institute any proceeding or shall give its consent to the benefit institution of any present proceeding for any relief of Lessee under any bankruptcy or future insolvency statutelaws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition, or extension; or
(c) 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 any of any or substantially all the property of its propertyLessee; or
(cd) The Premises are levied upon by any revenue officer or similar officer and such levy shall not have been set aside within ninety (90) days from he date thereof; or
(e) A petition under any part decree or order appointing a receiver of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, property of Lessee shall be filed against Tenant made and such decree or order shall not have been vacated or set aside within ninety (90) days from the date of entry or granting thereof; or
(f) Lessee shall abandon the Premises or vacate the same during the Term for a period in excess of ninety (90) days during any six month period, except during period of construction or restoration during which Lessee makes all payments due hereunder; or
(g) Lessee shall default in any payment of Basic Rent or in any other payment required to be dismissed within made by Lessee hereunder when due as herein provided, and any such default shall continue for thirty (30) days after the filing receipt by Lessee of written notice 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 Lessee shall fail to obtain and maintain the insurance required hereunderdefault in keeping, observing, or provide copies performing any of the policies other covenants or certificates agreements herein contained to City as required hereinbe kept, observed, and performed by Lessee, and such default shall continue for thirty (30) days after receipt by Lessee of notice thereof in writing; or
provided that if such default is not reasonably susceptible of being cured within said thirty (30) day period and Lessee commences cure within such thirty (30) day period and thereafter diligently and continuously prosecutes such cure, Lessee shall not be deemed in default. Subject to the provisions of Paragraph 16.2, if Lessee fails to cure any default within the applicable notice and grace period, Lessor (i) Tenant may, but shall fail have no obligation to, exercise the remedy of curing the default on behalf of and at the cost of Lessee, and (ii) may, subject to keep, perform the provisions of Paragraphs 14 and observe each and every other promise, covenant and agreement set forth in 18.1 of this Lease, exercise all remedies for an Event of Default under Paragraph 17 of this Lease. However, if Lessee cures the default within the applicable notice and grace period (or, where permitted, commences to cure such failure default as provided above) and pays all out-of-pocket costs and expenses incurred by Lessor in connection with the default, including without limitation interest on monies advanced by Lessor at the rate of 9% per annum commencing after expiration of the period permitted for cure, and reasonable attorneys' fees, the default shall continue for be deemed cured. Notwithstanding the foregoing, if, as a period result of more than three (3) days after delivery by Director any nonmonetary default, the Premises or any improvements located thereon shall be in imminent danger of a material damage or destruction or Lessor's title to the Premises shall be in imminent danger of being forfeited or materially impaired, Lessor may, upon written notice to Lessee, proceed, prior to the expiration of any applicable grace period, to cure such default, in which event Lessee shall reimburse Lessor for the out-of-pocket cost of such failure cure within ten (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 (310) days after receipt of the First Notice, or thereafter fails to diligently prosecute written demand therefor accompanied by an itemization of 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 costs 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 agreementreasonable detail.
Appears in 1 contract
Samples: Agreement of Sale (Inland Western Retail Real Estate Trust Inc)
Event of Default. The occurrence There shall be an Event of Default hereunder if any one or more of the following events shall constitute a breach of this Lease and an “Event of Default” hereunderoccurs:
(a) Tenant the Borrower 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 any amount of principal or any amount of interest thereon or any fees or expenses payable hereunder or under the Note within ten (10) days of the due 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 hereundertherefor; or
(b) Tenant The Borrower shall become insolventfail to perform any term, covenant or agreement contained herein and such failure shall continue for thirty (30) days after written notice thereof has been sent to the Borrower by the Bank; or
(c) any representation or warranty of the Borrower made in this Agreement or in the Note or any other documents or agreements executed in connection with the transactions contemplated by this Agreement or in any certificate delivered hereunder shall prove to have been false in any material respect upon the date when made or deemed to have been made; or
(d) the Borrower shall (i) apply for or consent to the appointment of, or shall take the benefit taking of any present possession by, a receiver, custodian, trustee, liquidator or future insolvency statutesimilar official of itself or of all or a substantial part of its property, or shall (ii) be generally not paying its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, or file (iv) commence a voluntary petition case under the Federal Bankruptcy Code (as now or hereafter in effect), (v) take any action or commence any case or proceeding under any law relating to bankruptcy, or a petition or answer seeking an arrangement for its insolvency, reorganization, winding-up or the readjustment composition or adjustment of its indebtedness under the federal bankruptcy lawsdebts, or under any other law providing for the relief of debtors, (vi) fail to contest in a timely or statute appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or other law, (vii) take any action under the laws of its jurisdiction of incorporation or organization similar to any of the United States or of any state thereofforegoing, or consent to (viii) take any action for the appointment purpose of a receiver, trustee, or liquidator of effecting 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 Cityforegoing; or
(e) Tenant a proceeding or case shall voluntarily abandonbe commenced, desert without the application or vacate consent of the PremisesBorrower in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets, or (iii) similar relief in respect of it, under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts or any other law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 30 days; or an order for relief shall be entered in an involuntary case under the Federal Bankruptcy Code, against the Borrower; or
(f) Any lien a judgment or order for the payment of money shall be filed entered against the Premises as Borrower by any court, or a result warrant of any act attachment or omission execution or similar process shall be issued or levied against property of Tenantthe Borrower, that in the aggregate exceeds $100,000 in value and such judgment, order, warrant or process shall not be discharged continue undischarged or contested by Tenant in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orunstayed for 30 days.
(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 a default occurs under any of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform Mortgage Loan Documents which continues beyond any applicable notice 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 agreementperiod.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (Griffin Industrial Realty, Inc.)
Event of Default. The occurrence Any failure by NMS to make any Termination Payment hereunder, as and when due, or any other breach by NMS of any one or more of the following events this Agreement continuing uncured for five (5) days after written notice to NMS shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant shall fail duly and punctually , provided, that, no notice need be delivered with respect 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 involving the payment of Rent or other money hereunder if any such payment during is late after such a notice has been delivered within the Term, thereafter Tenant previous twelve (12) month period. An “Event of Default” 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 also be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
if (bi) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or NMS shall make a general an assignment for the benefit of creditorscreditors or shall be adjudicated insolvent, or shall file a voluntary petition in bankruptcy, or a 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 for itself under any present or future insolvency Federal, State or other statute, law or statuteregulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of NMS or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due, or (ii) an Event of Bankruptcy (as hereinafter defined) shall occur with respect to NMS, or (iii) a petition shall be filed against Tenant NMS under any law (other than the Bankruptcy Code, as hereinafter defined) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall not be dismissed within thirty remain undismissed or unstayed for an aggregate of sixty (3060) days after (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of NMS or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of NMS and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive). As used herein, an “Event of Bankruptcy” means the filing thereof; or
(d) There shall occur of a Transfer without voluntary petition by NMS, or the prior approval entry of an order for relief against NMS, under Chapter 7, 11, or 13 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 TenantBankruptcy Code, and the term “Bankruptcy Code” means 11 X.X.X §000, et seq. In the event of the occurrence of an Event of Default hereunder, all of the Termination Payments hereunder, plus interest and late fees payable hereunder (less any payments made to the date of acceleration) 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 become immediately due and payable. If NMS shall fail to providepay any amount due hereunder (including, maintain, increase, or replacewithout limitation, the Deposit as required herein; or
Termination Payments accelerated in accordance with Section 11 hereof), the overdue amount shall bear interest at the lesser of twelve (h12%) Tenant percent per annum or the maximum per annum rate permitted by law, calculated from such date until the date of payment to 9/90 Crossing, in addition to which NMS shall fail pay a late fee equal to obtain and maintain the insurance required hereunder, or provide copies four (4%) percent of the policies or certificates amount overdue, provided, that, such late fee shall not apply to City as required herein; or
any late payment in any one (i1) Tenant shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth instance in this Lease, and such failure shall continue for a any twelve (12)-month period provided that 9/90 Crossing receives the late payment within five days of more than three (3) days after delivery by Director of a written notice of such failure (the “First Notice”); delinquency delivered by 9/90 Crossing to NMS. Neither 9/90 Crossing’s acceptance of any payment of interest or if satisfaction delivering any such notice of such obligation requires activity over non-payment shall constitute a period waiver 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 NMS’ 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 agreementthe overdue amount.
Appears in 1 contract
Samples: Lease Termination and Termination Payment Agreement (LiveWire Mobile, 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 be in default of its obligations under this Lease upon occurrence of any one of the following at any time:
(i) Whenever the Tenant shall fail duly and punctually to pay any installment of Rent, or to make of any other payment sum payable by Tenant to Landlord, on any day upon which the same ought to be paid, or Tenant shall fail to maintain any of the insurance required to be maintained hereunder, when due to Cityand, and in any such case, such failure shall continue beyond for ten (10) calendar days after the date specified in Tenant shall have received from Landlord a written notice of specifying 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 hereunderdefault; or
(bii) Whenever the Tenant shall become insolventdo, or permit anything to be done, whether by action or inaction, contrary to any covenant or agreement on the part of Tenant herein contained, or shall take fail in the benefit keeping or performance of any present of the covenants, agreements, terms or future insolvency statuteprovisions contained in this Lease which on the part or behalf of Tenant are to be kept or performed (other than those referred to in subsection (a)(i) above), and Tenant shall fail to commence to take steps to remedy the same within forty-five (45) days after Tenant shall have received a written notice specifying the same, or Tenant having so commenced shall make a general assignment thereafter fail (except for Unavoidable Delays) to proceed diligently to remedy 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 propertysame; or
(ciii) A Whenever an 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 under any bankruptcy, reorganization or insolvency law, or under the provisions of any law of like import, or a receiver of Tenant or of or for the property of Tenant shall be appointed without the acquiescence of Tenant, and such circumstance under this subsection (c) shall continue and shall remain undischarged or unstayed for an aggregate period of ninety (90) days (whether or not consecutive) or shall not be dismissed remedied by Tenant within ninety (90) days; or
(iv) Whenever Tenant shall make an assignment of the property of Tenant for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law or any other law of like import, or whenever any court of competent jurisdiction shall approve a petition filed by Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever Tenant shall abandon the Demised Premises.
(b) This Lease and the Term and estate hereby granted are subject to the limitation that, if Tenant shall be in default of any of its obligations under this Lease, then regardless of, and notwithstanding that, Landlord has or may have some other remedy under this Lease or by virtue hereof, or in law or in equity, all of which are expressly reserved unto Landlord, Landlord (in addition to all of such rights and remedies) also shall have the right to terminate this Lease by giving Tenant a notice (herein called the "second notice") of Landlord's intention to end the Term of this Lease effective as of a day not less than thirty (30) days after thereafter in the filing thereofcase of non-payment of Rent or failure to maintain insurance, and otherwise not less than ninety (90) days thereafter, (the "Termination Date") and, unless Tenant shall have fully cured all of the default(s) with respect to which it has received such second notice by the Termination Date, this Lease and the Term and estate hereby granted shall expire and terminate upon the Termination Date as fully and completely and with the same force and effect as if the day so specified in the second notice were the date hereinbefore fixed for the expiration of the Term of this Lease and all rights of Tenant under this Lease shall expire and terminate as of that date.
(c) Notwithstanding anything to the contrary set forth in this agreement, in the event Tenant initiates any legal or equitable action in which Tenant avers that it is not in breach of any of its obligations under this Lease as alleged by Landlord in any notice given pursuant to Section 1101(a) (ii) hereof (a "contested default"), the period of time in which Tenant has a right to commence curing any contested default before which Landlord can issue a second notice terminating this Lease agreement shall be extended by that period of time commencing upon Tenant's initiation of such action until the judge or other official responsible for ruling on the same has rendered his or her decision as to whether Tenant is in fact in breach of its obligation hereunder. However, nothing herein shall preclude the Landlord from exercising any other rights or remedies it has or may have in law or in equity prior to its being able to issue any such second notice, including, without limitation, obtaining a court order compelling Tenant to specifically perform any of its obligations hereunder; orit being the intent of the parties that, except to the extent Landlord otherwise would have the right to issue a second notice terminating this Lease agreement, Tenant shall be deemed to be in default of this Lease agreement as and when provided in Section 1101(a) notwithstanding its initiation of any action referred to in the first sentence of this subsection 1101(c).
(d) There shall occur a Transfer without the prior approval Upon any such termination or expiration of the City; or
(e) this Lease under this Article, Tenant shall voluntarily abandon, desert or vacate peaceably quit and surrender the Premises; or
(f) Any lien shall be filed against Demised Premises and the Premises as a result of any act or omission of TenantDevelopment Improvements to the Landlord, and shall not be discharged Landlord may without further notice enter upon, re-enter, possess and repossess itself thereof, by force, summary proceedings, ejectment 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 Leaseotherwise, 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 may dispossess and remove Tenant and City, including hold and enjoy the Other Agreements, if any, Demised Premises and such default is not cured as may be provided in such agreement; provided, however, that nothing herein shall be deemed the Development Improvements and the right to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default receive all rental and other than as may be provided in such other agreementincome of and from the same.
Appears in 1 contract
Event of Default. The occurrence An event of any one or more of the following events shall constitute a breach of this Lease and an “default ("Event of Default” hereunder") shall exist if:
(a) Tenant Maker shall fail duly and punctually to pay Rentany principal of, or to make any interest on, this Note or any other payment required hereunderamount payable under this Note, when and as the same shall become 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; orpayable;
(b) Tenant any representation or warranty made or deemed made by or on behalf of Maker in the Security Agreement, or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection the Security Agreement, or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made;
(c) Maker shall fail to observe or perform any covenant, condition or agreement contained in the Security Agreement;
(d) Maker shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any indebtedness, individually or in the aggregate, in excess of $100,000 ("Material Indebtedness"), when and as the same shall become insolventdue and payable;
(e) any event or condition occurs that results in any Material Indebtedness of Maker becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness of Maker, or shall take the benefit any trustee or agent on its or their behalf, to cause any Material Indebtedness of any present or future insolvency statuteMaker to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(f) an involuntary proceeding shall make a general assignment for the benefit be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of creditorsMaker or its debts, or file of a voluntary petition in substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or answer an order or decree approving or ordering any of the foregoing shall be entered;
(g) Maker shall (i) voluntarily commence any proceeding or file any petition seeking an arrangement for its reorganizationliquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or the readjustment fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (f) of its indebtedness under the federal bankruptcy lawsthis Section, or under any other law or statute of the United States or of any state thereof, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or liquidator of any similar official for Maker or substantially all for a substantial part of its property; orassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;
(ch) A petition under any part Maker shall become unable, admit in writing its inability and fail generally to pay its debts as they become due;
(i) one or more judgments for the payment of the federal bankruptcy laws, or money in an action under any present or future insolvency law or statute, aggregate amount in excess of $100,000 shall be filed rendered against Tenant Maker and the same shall not be dismissed within remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Maker to enforce any such judgment;
(j) any lien purported to be created under the Security Agreement shall cease to be, or shall be asserted by Maker or any affiliate thereof not to be, a valid and perfected lien on the Collateral (as defined in the Security Agreement), with the priority required by the Security Agreement, except (i) as a result of the sale or other disposition of the Collateral in a transaction permitted under the Security Agreement or (ii) as a result of Payee's failure to maintain possession of any promissory notes or other instruments delivered to it under the applicable Security Agreement;
(k) there shall occur, in the reasonable judgment of Payee, a material adverse change in the business, assets or prospects of Maker after the filing thereofdate hereof;
(l) there shall occur any material loss, theft, damage or destruction of any of Maker's property or assets not fully covered by insurance; or
(dm) There there shall occur a Transfer without the prior approval cessation of a substantial part 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 business 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 Maker for a period which significantly effects its respective capacity to continue its business on a profitable basis; or Maker shall suffer the loss or revocation of more than three (3) days after delivery any license or permit now held or hereafter acquired by Director it which is necessary to the continued or lawful operation of a written notice its respective business; or Maker shall be enjoined, restrained or in any way prevented by court, governmental or administration order from conducting all or any material part of its respective business affairs; or any material part of Maker's property shall be taken through condemnation or the value 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 property 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 agreementmaterially impaired through condemnation.
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following events It shall constitute a breach of this Lease and be an “"Event of Default” hereunder:
" under this Agreement if Borrower (a) Tenant shall fail duly and punctually to pay Rent, or fails to make any other Monthly Deposit payment required hereunderhereunder within ten (10) calendar days of the date when due, when due or (b) fails to City, comply with any provision of 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 is 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 cured within thirty (30) calendar days after notice from Lender; provided that if such default cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the filing thereof; or
same, such thirty (d30) 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 day period shall be filed against extended for so long as it shall require Borrower in the Premises as a result exercise of any act or omission of Tenantdue diligence to cure such default, and it being agreed that no such extension 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 in excess 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 days, unless, only in the giving case of cures that require construction or remedial work, such cure cannot with diligence be completed within such one hundred twenty (120) day period, in which case such period shall be extended for an additional one hundred twenty (120) days. The occurrence of an Event of Default, as defined in the Note, the Deed of Trust or any of the First Notice; or
(j) Tenant Other Security Documents, shall use or give its permission to any person to use any portion also be an "Event of Airport or the Terminal Buildings used by Tenant Default" under this Lease for any illegal purposeAgreement. Upon the occurrence and during the continuance of an Event of Default, or any purpose Borrower 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 receive any funds from the Tenant Improvement and Leasing Commission Reserve and Lender may use the Tenant Improvement and Leasing Commission Reserve Fund (or cure rights with respect to such default other than any portion thereof) for any purpose, including, but not limited to, completion of the Tenant Improvements as may be provided in Section 4, payment of any Leasing Commissions then due and payable, or for any other repair or replacement to the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender's right to withdraw and apply the Tenant Improvement and Leasing Commission Reserve Fund shall be in addition to all other agreementrights and remedies provided to Lender under this Agreement, the Note, the Deed of Trust, the Other Security Documents, and at law or in equity.
Appears in 1 contract
Samples: Tenant Improvement and Leasing Commission Reserve Agreement (Illumina Inc)
Event of Default. The occurrence of any one or more 7.1.1 Each of the following events shall constitute a breach an event of this Lease and default hereunder (an “Event of Default” hereunder:"EVENT OF DEFAULT"):
(a) Tenant shall fail duly and punctually to pay Rentany principal of or interest on the Debt, or to make any other payment required hereunderObligation, when due to City, and such failure shall continue beyond is not paid within five (5) days of the date specified such principal and/or interest payment on the Debt or other Obligation is due.
(b) any representation or warranty made by Borrower herein or in a written notice any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by or on behalf of Borrower to Lender, shall have been false or misleading in any material respect as of the date the representation or warranty was made; provided, however, if such default from Directorfalse or misleading representation or warranty was not intentional or grossly negligent and is capable of being cured within thirty (30) days, which date the same 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 hereunder only if the same is not cured within a reasonable time not to duly and punctually pay Rent or other payment hereunder; orexceed thirty (30) days after notice from Lender.
(bc) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or Borrower 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 .
(d) a receiver, trusteeliquidator or trustee shall be appointed for Borrower, or liquidator of Borrower shall be adjudicated a bankrupt or insolvent, or any petition for bankruptcy, reorganization or substantially all of its property; or
(c) A petition under any part of the arrangement pursuant to federal bankruptcy lawslaw, or an action under any present similar federal or future insolvency law or statutestate law, shall be filed against Tenant by or against, consented to or acquiesced in by Borrower, or any 13 proceeding for the dissolution or liquidation of Borrower shall be instituted; provided, however, that if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, then the same shall be an Event of Default hereunder only if the same is not be discharged, stayed or dismissed within sixty (60) days after the date of such appointment or adjudication, the date such petition is first filed or the date such proceeding is instituted, as the case may be.
(e) Borrower shall attempt to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents.
(f) Borrower shall breach any of its covenants contained in Sections 5.1 and 6.1 hereof.
(g) Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in this Section 7.1.1, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice to Borrower from Lender in 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 case 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 agreementDefault; provided, however, that nothing herein if such non-monetary Default is capable of being cured but cannot reasonably be cured within such 30-day period and provided further that Borrower shall have commenced to cure such Default within such 30- day period and thereafter diligently and expeditiously proceeds to cure the same, such 30- day period shall be deemed extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to imply that Tenant cure such Default, such additional period not to exceed sixty (60) days.
(h) there shall be entitled default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, or any other such event shall occur or condition shall exist, if the effect of such event or condition is to additional notice accelerate the maturity of any portion of the Debt or cure rights to permit Lender to accelerate the maturity of all or any portion of the Debt.
(i) Borrower or any Subsidiary shall be in default with respect to indebtedness in excess of $100,000 or any event specified in any note, agreement, indenture or other document evidencing or relating to any such default indebtedness of such person, if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such indebtedness (or a trustee or agent on behalf of such holder or holders) to cause such indebtedness to become due or to be prepaid in full (whether by redemption, purchase or otherwise) prior to its stated maturity.
(j) Any final non-appealable judgment is rendered against Borrower and/or any Subsidiary in excess of $100,000 and Borrower fails to satisfy such judgment within the earlier of (a) ten (10) days after the date such judgment is rendered or (b) the date the judgment creditor commences the process to execute and recover on said judgment.
7.1.2 Upon the occurrence of an Event of Default (other than an Event of Default described in subsections (c), (d) or (e) above) and at any time thereafter, Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, as Lender deems advisable to protect and enforce its rights against Borrower, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may be enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in subsections (c), (d) or (e) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, notwithstanding anything contained herein or in any other agreementLoan Document to the contrary.
Appears in 1 contract
Samples: Loan Agreement (Malibu Entertainment Worldwide 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 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 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 In the event the Borrower shall (i) fail to pay this Note within thirty days following the date of this Note, (ii) commence any case, proceeding or other action under any existing or future law of any one jurisdiction, domestic 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 foreign, relating to pay Rentbankruptcy, insolvency, reorganization, or relief of debtors, seeking to make any other payment required hereunderhave an order for relief entered with respect to it, when due or seeking to Cityadjudicate it as bankrupt or insolvent, and such failure shall continue beyond the date specified in a written notice of such default from Directoror seeking reorganization, which date shall be no earlier than the third (3rd) day after the effective date of such notice. Notwithstanding the foregoingarrangement, in the event there occurs two (2) defaults in the payment of Rent adjustment, winding-up, liquidation, dissolution, composition or other payment during the Termrelief with respect to its debts, thereafter Tenant shall not be entitled toor seeking appointment of a receiver, and City shall have no obligation to givecustodian, notice of any further defaults in the payment of Rent trustee or other payment. In such eventsimilar official for it or for all or any substantial part of its assets, (iii) there shall be deemed to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent commenced against the Borrower, any case, proceeding or other payment hereunder; or
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 30 days, (biv) Tenant there shall become insolventbe commenced against the Borrower, 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 shall take stayed or bonded pending appeal within 10 days from the benefit of any present or future insolvency statuteentry thereof, or (v) the Borrower shall make a general an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy(vi) the Borrower shall be unable to, or a petition shall admit in writing the inability to, pay its debts as they become due; or answer seeking an arrangement for the Borrower shall take any action indicating its reorganizationconsent to, approval of, or the readjustment of its indebtedness under the federal bankruptcy lawsacquiescence in, or under in furtherance of, any other law or statute of the United States or of any state thereofforegoing, 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 purposethen, 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 Cityof such events, including the Other Agreementsentire unpaid balance of this Note then outstanding, together with accrued interest thereon, 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 and become immediately due and payable without notice or cure rights with respect to such default other than as may be provided in such other agreementof demand by the Holder.
Appears in 1 contract
Samples: Promissory Note (IZEA, 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 or vacating 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
Samples: Commercial Lease (Tesla Motors 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, 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 Rental Car Facility 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: Lease Agreement
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 An event of any one or more of the following events shall constitute a breach of this Lease and an “default ("Event of Default” hereunder") shall exist if:
(a) Tenant Maker shall fail duly and punctually to pay Rentany principal of, or to make any interest on, this Note or any other payment required hereunderamount payable under this Note, when and as the same shall become 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; orpayable;
(b) Tenant any representation or warranty made or deemed made by or on behalf of Maker in the Security Agreement, or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection the Security Agreement, or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made;
(c) Maker shall fail to observe or perform any covenant, condition or agreement contained in the Security Agreement;
(d) Maker shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any indebtedness individually or in the aggregate in excess of $100,000 ("Material Indebtedness"), when and as the same shall become insolventdue and payable;
(e) any event or condition occurs that results in any Material Indebtedness of Maker becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness of Maker or any trustee or agent on its or their behalf to cause any Material Indebtedness of Maker to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(f) an involuntary proceeding shall take the benefit be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any present Maker or future insolvency statuteits debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Maker or for a substantial part of its assets, and, in any such case, such proceeding or petition shall make a general assignment continue undismissed for 60 days or an order or decree approving or ordering any of the benefit of creditorsforegoing shall be entered;
(g) Maker shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or file fail to contest in a voluntary timely and appropriate manner, any proceeding or petition described in bankruptcyclause (f) of this Section, or a petition or answer seeking an arrangement (iii) 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, custodian, sequestrator, conservator or liquidator of any similar official for Maker or substantially all for a substantial part of its property; orassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;
(ch) A petition under any part Maker shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(i) one or more judgments for the payment of the federal bankruptcy laws, or money in an action under any present or future insolvency law or statute, aggregate amount in excess of $100,000 shall be filed rendered against Tenant Maker and the same shall not be dismissed within remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Maker to enforce any such judgment;
(j) any lien purported to be created under the Security Agreement shall cease to be, or shall be asserted by Maker or any affiliate thereof not to be, a valid and perfected lien on the Collateral (as defined in the Security Agreement), with the priority required by the Security Agreement, except (i) as a result of the sale or other disposition of the Collateral in a transaction permitted under the Security Agreement or (ii) as a result of Payee's failure to maintain possession of any promissory notes or other instruments delivered to it under the applicable Security Agreement;
(k) there shall occur, in the reasonable judgment of Payee, a material adverse change in the business, assets or prospects of Maker after the filing thereofdate hereof;
(l) there shall occur any material loss, theft, damage or destruction of any of Maker's property or assets not fully covered by insurance; or
(dm) There there shall occur a Transfer without the prior approval cessation of a substantial part 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 business 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 Maker for a period which significantly effects its respective capacity to continue its business on a profitable basis; or Maker shall suffer the loss or revocation of more than three (3) days after delivery any license or permit now held or hereafter acquired by Director it which is necessary to the continued or lawful operation of a written notice its respective business; or Maker shall be enjoined, restrained or in any way prevented by court, governmental or administration order from conducting all or any material part of its respective business affairs; or any material part of Maker's property shall be taken through condemnation or the value 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 property 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 agreementmaterially impaired through condemnation.
Appears in 1 contract
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; and
(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) A petition under any part Each of the federal bankruptcy laws, or following shall also constitute an action Event of Default of Manager under any present or future insolvency law or statute, this Agreement:
(i) Manager shall be filed against Tenant fail to file and/or 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 Resort Owner, (ii) the filing thereof; or
(d) There shall occur a Transfer without the prior approval expiration of the City; or
administrative cure period, if any, provided by the Governmental Authorities, and (eiii) Tenant shall voluntarily abandon, desert the date upon which there is imminent risk of a suspension or vacate cessation of gaming or liquor operations at the Premises; or
(f) Any lien shall be filed against the Premises Resort as a result of the loss 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; orsuch Approvals;
(gii) Tenant 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 result in the suspension (temporary or permanent) of gaming licenses for a the Resort (or any portion thereof), or fines in excess of (i) $100,000 per incident, or (ii) $200,000 in the aggregate over any period of more than three twelve consecutive months during the Term;
(3iii) Manager shall materially fail to comply with the terms of Section 9, and fail to cure such failure within ten (10) days after delivery by Director of a written notice from Resort Owner;
(iv) Manager or any Paragon Employee (specifically excluding any Resort Employee) shall intentionally misapply or misappropriate any funds whether from Resort operations, Resort Owner or any reserve funds;
(v) Manager shall fail to furnish Resort Owner with proof of such failure any insurance policy required to be maintained by Manager within ten (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 (310) days after receipt of request from Resort Owner, but no later than 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 deadline established in such agreementSection 11.3; provided, however, that nothing herein in the event that Manager’s failure to provide proof of insurance results from any carrier’s denial of coverage based on the Resort, rather than Manager’s actions or qualifications, such failure shall not constitute a default but Manager shall nonetheless be required to obtain the coverage required by this Agreement.
(vi) Manager shall fail to timely deliver any estoppel certificate as required by Section 21.13 and fail to cure such failure within ten (10) days after written notice from Resort Owner.
(c) Upon the occurrence of an Event of Default (and a failure to cure such Event of Default within the applicable cure period, if any), 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 specified by the non-defaulting Party, which date shall in no event be sooner than two (2) days, nor later than ninety (90) days, after the delivery of such notice; provided, however, that such period may be extended by Resort Owner to allow for a Transition Period, as described in Section 3.4.
(d) The right of termination set forth in the preceding sentence and the rights of Resort Owner set forth in Sections 16.1(e) and (f) shall be deemed 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 the exercise of the remedy of termination shall not constitute an election of remedies and shall be without prejudice to imply that Tenant any such other rights or remedies otherwise available to the non-defaulting Party.
(e) During the Term and for a period of three (3) months thereafter (as such period may be extended in accordance with this Section 16.1(e), the “Retention Period”), Manager shall be prohibited from distributing to its equity holders, members or beneficiaries more than the sum of seventy-five percent (75%) of the Management Fees received from time to time by Manager. The remaining proceeds, which are not distributable during the Retention Period except as set forth in this Section 16.1(e), are hereinafter referred to as the “Retained Proceeds.” Notwithstanding the foregoing prohibition on distribution of the Retained Proceeds during the Retention Period, Manager shall be entitled during the Retention Period to additional make payments from the Retained Proceeds in satisfaction of any indemnification claims, damages or other amounts payable by Manager to Resort Owner or Holdings pursuant to the terms of this Agreement. In the event that Resort Owner delivers written notice of any indemnification claims, damages or cure rights with respect other amounts payable by Manager to Resort Owner or Holdings pursuant to the terms of this Agreement prior to the expiration of the Retention Period, this Section 16.1(e) and the prohibition on distribution of Retained Proceeds shall remain in full force and effect until such default indemnification claims, damages or other than amounts are settled by the Parties or resolved pursuant to the dispute resolution provisions of Article 19. The Retained Proceeds shall be held by Manager subject to the distribution prohibitions set forth in this Section 16.1(e), and the Retained Proceeds shall remain available during the Retention Period to satisfy any indemnification claims, damages or other amounts that are agreed by the Parties or determined pursuant to Article 19 to be payable by Manager to Resort Owner and/or Holdings under this Agreement. On each sixth (6th) month anniversary of the Effective Date until the expiration of the Retention Period, Manager shall deliver to Resort Owner an officer’s certificate signed by Manager’s chief executive officer or chief financial officer setting forth and certifying to the amount of the Retained Proceeds held by Manager as may be provided in of such other agreementdate.
Appears in 1 contract
Samples: Resort Management Agreement (Riviera Holdings Corp)
Event of Default. The occurrence of any one or more Each of the following events shall constitute a breach of this Lease and is an “"Event of Default” " hereunder:
(a) Tenant shall fail duly a. The failure of Trustor to distribute any Rents then in its possession to Beneficiary or the Rent Purchasers in accordance with and punctually pursuant to pay Rent, or the terms of the Rent Purchase Agreement and the Participation Agreement which Beneficiary and the Rent Purchasers are entitled to make any other payment required hereunder, when due pursuant to City, Article 3 of the Rent Purchase Agreement and such failure shall continue beyond continues for a period of five (5)) Business Days following the date specified in of receipt by Trustor of such Rents; or any other material breach of Trustor's obligations to Beneficiary or the Rent Purchasers pursuant to the Rent Purchase Agreement or Participation Agreement which breach continues for a period of thirty (30) days following the date of receipt by Trustor of written notice of such default from Director, which date breach;
b. Trustor 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 become insolvent or other payment during the Term, thereafter Tenant generally shall not be entitled topaying its debts as they become due, and City shall have no obligation to give, notice of any further defaults as defined in the payment Bankruptcy Reform Act, Title 11 of Rent or other payment. In such eventthe United States Code, there shall be deemed as amended from time to occur an Event of Default immediately upon Tenant’s failure to duly and punctually pay Rent or other payment hereunder; or
time (b) Tenant shall become insolventwhich Act, as amended, is herein called the "Bankruptcy Code"), or shall take file a voluntary petition in bankruptcy seeking to effect a plan or other arrangement with creditors or any other relief under the benefit Bankruptcy Code or under any other state or federal law relating to bankruptcy or other relief for debtors, whether now or hereafter in effect, or shall consent to or suffer the entry of any present order for relief in any involuntary case under the Bankruptcy Code, or future insolvency statuteshall be the defendant or subject of any involuntary petition filed under the Bankruptcy Code (which involuntary petition continues for a period of thirty (30) days), or shall make a general an assignment for the benefit of creditors, ;
c. Any court (or file similar tribunal) having jurisdiction over Trustor or any Mortgaged Property or other property of Trustor shall enter a voluntary petition in bankruptcy, decree 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 order appointing a receiver, trustee, guardian, conservator, assignee in bankruptcy or liquidator insolvency of Trustor or of any other real property or substantially all of its propertyany other significant asset of Trustor, or shall enter a decree or order for relief in any involuntary case under the Bankruptcy Code; or
(c) A petition under d. Trustor shall dissolve, liquidate or wind up its affairs or shall bring any part of the federal bankruptcy laws, legal action 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 take any other agreement between Tenant and Cityaction contemplating such dissolution, 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 liquidation or cure rights with respect to such default other than as may be provided in such other agreementwinding up.
Appears in 1 contract
Samples: Master Lease of Land and Improvements (Adobe Systems 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 charges in respect of this Note, or any other note issued by the Borrower for the benefit of the Lender or any other creditor, as and when the same shall become due and payable;
(ii) Borrower shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Note or any other agreement between the Borrower and the Lender or any other creditor;
(iii) There shall be a breach of any of the representations and warranties set forth in this Note or any transaction document executed contemporaneously herewith, including without limitation, the Borrower’s express representation that the purpose of this Note is to fund the Borrower’s direct costs to its auditor to enable such auditor to complete its review of the Company’s quarterly securities filings, payment during to financial printers for Exxxx filings, payment to the Term, thereafter Tenant shall not be entitled toCompany’s transfer agent, 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 hereunderaccounting; 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 thereofof the foregoing.
(b) Upon the occurrence of an Event of Default, or consent 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 in full. In the event that full payment is not made upon the expiry of the thirty (30) day period, a default penalty equal to 5.0% in excess of the Interest Rate hereunder of the Face Amount per month during the period of Default (the “Default Penalty”) shall apply to the appointment entire amount of the Note outstanding, including any accrued but unpaid interest. The Lender may then, at its sole discretion, declare the entire then-outstanding Face Amount of this Note and any accrued but unpaid interest due hereunder 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 and any accrued but unpaid interest due hereunder, or an action all of Lxxxxx’s costs, fees (including without limitation, reasonable attorney’s fees and disbursements), and expenses relating to collection and enforcement Note, including all costs and expenses incurred by it in enforcing its rights under the Note and 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; ortransaction documents entered into contemporaneously herewith.
(d) There shall occur a Transfer without the prior approval The failure of the City; or
(e) Tenant Lender to exercise any of its rights hereunder in any particular instance shall voluntarily abandon, desert not constitute a waiver of the 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 the Lender or any subsequent holder. BORROWER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION. BORROWER FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE. BXXXXXXX ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY AFTER CONSIDERATION OF RAMIFICATION THIS WAIVER WITH ITS ATTORNEYS. The Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other than as may remedies available to it under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be provided cumulative. This Note is intended to be a negotiable instrument in such other agreementaccordance with Section 3-104 of the Uniform Commercial Code.
Appears in 1 contract
Samples: Promissory Note (Transportation & Logistics 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 “Event of Default” hereunder”:
a. The Company fails to timely pay: (ai) Tenant shall fail duly and punctually to pay Rentany monthly interest payment on the applicable Monthly Payment Date, (ii) any quarterly principal payment on the applicable Quarterly Payment Date, (iii) any payment due upon a Change In Control, or (iv) the final payment when due on the Maturity Date; and any such failure continues uncured for a period of fifteen (15) days after written notice from the Holder of such failure; or
b. The Company fails to make perform or observe, in any material respect, any other payment required hereundercovenant, when due to Cityterm, provision, condition, agreement or obligation of the Company under this Note, and such failure shall continue beyond the date specified in continues uncured for a period of fifteen (15) days after written notice from the Holder 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 hereunderfailure; or
c. The Company
(b1) Tenant shall become insolvent, or shall take the benefit of any present or future insolvency statute, or shall make a general makes an assignment for the benefit of creditors, creditors or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement commences proceedings for its reorganization, dissolution; or the readjustment of its indebtedness under the federal bankruptcy laws, (2) applies for or under any other law or statute of the United States or of any state thereof, or consent consents to the appointment of a receiver, trustee, liquidator or liquidator of any receiver for its or substantially all for a substantial part of its propertyproperty or business; or
(c) d. A petition under any trustee, liquidator or receiver is appointed for the Company or for a substantial part of the federal bankruptcy laws, its property 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 business 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, its consent and shall not be discharged or contested by Tenant in good faith by proper legal proceedings within twenty sixty (2060) days after receipt of notice thereof by Tenantsuch appointment; or
e. Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors are instituted by or against the Company and, if instituted against the Company, are not dismissed within sixty (g60) Tenant shall fail to providedays after such institution or the Company by any action or answer approves of, maintain, increaseconsents to, or replaceacquiesces in any such proceedings or admits the material allegations of, or defaults in answering a petition filed in any such proceeding. Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Deposit Holder may consider this Note immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon the occurrence of any Event of Default and during the continuance thereof, the then outstanding principal amount of this Note shall bear interest at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) of eighteen percent (18%) (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. The Default Rate is imposed as required herein; or
(h) Tenant shall fail liquidated damages for the purpose of defraying the Holder’s expenses incident to obtain the handling of delinquent payments, but are in addition to, and maintain not in lieu of, the insurance required Holder’s exercise of any rights and remedies 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 Leaseunder applicable law, and such failure shall continue any fees and expenses of any agents or attorneys which the Holder may employ. In addition, the Default Rate reflects the increased credit risk to the Holder of carrying a loan that is in default. The Company agrees that the Default Rate is a reasonable forecast of just compensation for a period of more than three (3) days after delivery anticipated and actual harm incurred 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 anyHolder, and such default is that the actual harm incurred by the Holder cannot 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 estimated with respect to such default other than as may be provided in such other agreementcertainty and without difficulty.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SMG Industries 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 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 DirectorLandlord;
(B) Failure on the part of Tenant to observe or perform any other covenant, which date shall be no earlier than agreement or undertaking of the third (3rd) day after Tenant contained in this Lease, and the effective date continuation of such notice. Notwithstanding the foregoingfailure for twenty days after notice from Landlord, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Termand if such default cannot reasonably be cured within such twenty day period, thereafter Tenant shall not be entitled to, in default hereunder if Tenant commences to cure within such twenty day 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) If Tenant abandons or ceases business operations within the Premises (beyond any applicable grace periods) at any time during the Term of this Lease or any renewal thereof;
(D) If 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 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 seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant and shall not be dismissed or of all or substantially all of Tenant'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 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 or of the Premises, 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 1 contract
Event of Default. The In the event of the occurrence with respect to any Co-Owner 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 the date specified in default by 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 Co-Owner 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 such 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 Management Committee, or other payment. In such eventanother Co-Owner, there shall be deemed to occur an Event of Default immediately upon Tenant’s or the Manager, or the failure to duly and punctually pay Rent cure any such default in the performance of any other obligation within sixty (60) days after receipt of written notice thereof from the Management Committee, or other payment hereunderanother Co-Owner or the Manager; or
(b) Tenant if the whole or any material part of the Interest of the Co-Owner 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 the Co-Owner a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of or arrangement by the Co-Owner 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 the Co-Owner 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 the Co-Owner 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 a petition or answer seeking an arrangement for its reorganization, or corporate action shall be taken by the readjustment defaulting Co-Owner in furtherance 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 propertyaforesaid purposes; 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; orthen:
(e) Tenant if such event occurs before the Management Committee makes a Production Decision, the defaulting Co-Owner shall voluntarily abandonbe deemed to have assigned and conveyed its Interest to the other Co-Owner, desert or vacate and shall be paid fair market value for such Interest, such value to be determined by an independent appraiser appointed by the Premisesnon-defaulting Co-Owner and acceptable to the non-defaulting Co-Owner, such acceptance not to be unreasonably withheld. With respect to such Co-Owner, this Agreement shall thereby be terminated subject to any then outstanding liabilities; or
(f) Any lien shall be filed against if such event occurs after the Premises as Management Committee has made 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 replaceProduction Decision, the Deposit as required herein; or
(h) Tenant other Co-Owner, without prejudice to any other remedy it may have, shall fail have the right to obtain and maintain purchase the insurance required hereunder, or provide copies Interest of the policies or certificates to City as required herein; ordefaulting Co-Owner, upon the following terms and conditions:
(i) Tenant shall fail any non-defaulting Co-Owner wishing to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease, and exercise the said right of purchase may do so at any time during the continuance of such failure shall continue for a period of more than three (3) days after delivery default by Director of a giving concurrent written notice of such failure (its election to do so to the “First Notice”); or if satisfaction of such obligation requires activity over a period of timedefaulting Co-Owner and to the Manager, if Tenant fails a default of the Manager is involved;
(ii) the completion of the purchase of the said defaulting Interest shall take place at the time and place, and the defaulting Co-Owner shall perform such acts and execute such documents, as the purchasing Co-Owner may reasonably specify or provide. The purchase price of the aforesaid Interest to commence the cure of such failure purchasing Co-Owner shall be the fair market value thereof to be determined, within three seventy-five (375) days after of receipt by the defaulting Co-Owner of the First Noticenotice provided for in section 12.1(f)(i), or thereafter fails by an independent appraiser appointed by the purchasing Co-Owner and acceptable to diligently prosecute the non-defaulting Co-Owner, such cure, or fails acceptance not to actually cause such cure within one hundred twenty (120) days after the giving of the First Noticebe unreasonably withheld; orand
(jiii) Tenant any purchase made as aforesaid shall use or give its permission be a perpetual bar both at law and in equity to any person to use any portion of Airport or claim by the Terminal Buildings used by Tenant under this Lease for any illegal purposedefaulting Co-Owner and its successors and assigns against the other Co-Owner, or any purpose not approved by Director; or
(k) There shall occur a default under any other agreement between Tenant its successors 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 agreementassigns.
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” hereunder:
(a) Tenant shall fail duly and punctually the Company fails to pay Rent, or to make timely any other payment required hereunder, when of the principal amount due to City, and such failure shall continue beyond under this Note on 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 same becomes due and payable or any accrued interest or other payment during amounts due under this Note on the Term, thereafter Tenant shall not be entitled to, date the same becomes 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 hereunder; orpayable;
(b) Tenant the Company shall default in its performance of any other covenant under this Note or any of the Transaction Documents, which default is not cured within the earlier of (i) five (5) days after notice thereof from Purchaser and (ii) ten (10) days after the Company has become insolventaware or should have become aware of such failure;
(c) the Company breaches any representation or warranty contained in this Note or any Transaction Document and such breach adversely affects, or could reasonably be expected to adversely affect, any of the Purchaser’s rights or obligations under this Note or any Transaction Document;
(d) a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall take occur under (A) any of the benefit Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any subsidiary is obligated;
(e) the Company or any subsidiary shall default on any of its obligations under 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 long term leasing or factoring arrangement that (a) involves an obligation greater than $150,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;
(f) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event. “Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any present jurisdiction relating to the Company or future insolvency statuteany Significant Subsidiary thereof, (b) there is commenced against the Company or shall make any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof 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 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 Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally unable to pay its debts as a result of they become due, (h) the Company or any Significant Subsidiary thereof, by any act or omission failure to act, expressly indicates its consent to, approval of Tenant, and shall not be discharged or contested by Tenant acquiescence 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 any of the policies foregoing or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform and observe each and every takes any corporate or other promise, covenant and agreement set forth in this Lease, and such failure shall continue action for a period the purpose 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 effecting any 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.foregoing;
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Oncobiologics, Inc.)
Event of Default. The occurrence of any one or more of the following events shall constitute a breach an event of this Lease and default (an “Event of Default” hereunder:
”) of Subtenant under this Sublease: (ai) Tenant if Subtenant shall fail duly and punctually to pay Rent, any installment of Monthly Base Rent or to make any other payment required hereunder, when due to City, Additional Rent provided herein and such failure shall continue beyond for a period of five (5) days after written notice thereof to Subtenant by Sublandlord; (ii) if Subtenant shall fail to secure insurance or in providing evidence of insurance as set forth in Section 15 of this Sublease and such failure shall continue for a period of five (5) days after written notice thereof to Subtenant by Sublandlord; (iii) if Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date specified in a written notice of such default from Director, which date the entry or granting thereof; (iv) if Subtenant 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 insolventfile, or shall take admit the benefit jurisdiction of the court and the material allegations contained in, any present or future insolvency statutepetition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; (v) if Subtenant shall admit in writing its inability to pay its debts as they become due; (vi) if Subtenant 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 Subtenant or liquidator of any or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy lawsproperty of Subtenant; (vii) if Subtenant shall, by its act or an action omission to act, cause a default under any present or future insolvency law or statute, shall be filed against Tenant the Prime Lease and such default shall not be dismissed cured within thirty the time, if any, permitted for such cure under the Prime Lease; (30viii) days after the filing thereof; or
(d) There shall occur a Transfer without the prior approval if any termination of the City; or
(e) Tenant shall voluntarily abandon, desert or vacate the Premises; or
(f) Any lien shall be filed against the Premises Prime Lease occurs as a result of any act or omission of TenantSubtenant, and its employees or agents; (ix) if Subtenant shall not be discharged violate 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 perform any of the policies other 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 this Lease, agreements herein made by Subtenant and such violation or failure shall continue for a period of more than three thirty (330) days after delivery by Director of a written notice thereof to Subtenant by Sublandlord; (x) if Subtenant shall abandon the Premises before the Termination Date of such failure (the “First Notice”)this Sublease; or (xi) if satisfaction of such obligation requires activity over Subtenant assigns this Sublease or subsubleases all or a period of time, if Tenant fails to commence the cure of such failure within three (3) days after receipt part of the First NoticePremises, 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 except in such agreement; provided, however, that nothing herein shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights accordance with respect to such default other than as may be provided in such other agreementSection 9 hereof.
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, 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 DA963310140 112696 v2 351:3087-29 REVOLVING CREDIT NOTE $3,300,000.00 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 COMPASS BANK ("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, or cure rights with respect at such other location as the Agent may designate in writing to such default other than Maker, in lawful money of the United States of America, the principal sum of Three Million Three Hundred Thousand and No/100 Dollars ($3,300,000.00), or so much thereof as may be advanced and outstanding hereunder, together with interest on the outstanding principal balance from day to day remaining as herein specified. The principal balance from time to time outstanding hereunder shall be due and payable in full on the Revolving Credit Termination Date. Accrued and unpaid interest on the principal balance from day to day outstanding shall be due and payable on the first day of each month, commencing January 1, 1997, and on the first day of each month thereafter until and including the Revolving Credit Termination Date. 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 II 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 Revolving Credit 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 lending 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 other agreementAmended 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 provisions regarding repayments, prepayments, Events of Default and Payee's rights as a result of the occurrence thereof. Maker may borrow, repay and reborrow under the terms and conditions specified in the Agreement.
Appears in 1 contract
Samples: Loan Agreement (Castle Energy Corp)
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 of any one or more of the following events shall constitute a default under and material breach of this Lease and an Agreement by the Borrower (the “Event of Default” hereunder:”):
(a) Tenant shall fail duly and punctually The failure of the Borrower to pay Rentwhen due any Advance or interest on the Credit Facility or other charge with respect to the Principal Indebtedness, or to make the amount of any other fee or 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; orBorrower under this Agreement.
(b) Tenant shall become insolvent, or shall take the benefit The Borrower seeks an order 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 relief from creditors under the federal bankruptcy lawslaws of US and the petition for relief is not dismissed or withdrawn within sixty (60) days of filing, or under any other law or statute of and 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; orLender shall be immediately notified in writing.
(c) A petition under any part tax lien by a Governmental Authority with competent jurisdiction is filed against the assets of the federal bankruptcy lawsBorrower and the tax lien is for an obligation in excess of US$100,000.00, or an action under any present or future insolvency law or statute, and the Lender shall be filed against Tenant and shall not be dismissed within thirty (30) days after the filing thereof; orimmediately notified in writing.
(d) There The Borrower’s board of directors and shareholders approve resolutions to completely dissolve the Borrower, and the Lender shall occur a Transfer without the prior approval of the City; orbe immediately notified in writing.
(e) Tenant The Borrower ceases to conduct operations for more than ninety (90) consecutive days and the cessation of operations is not due to circumstances beyond the Borrower’s control, and the Lender shall voluntarily abandon, desert or vacate the Premises; orbe immediately notified in writing.
(f) Any lien The Borrower’s operating subsidiaries assign all or substantially all of their aggregate operating assets for the benefit of their creditors, and the assignment is not in accordance with an agreement or plan approved by the Borrower as a shareholder or partner or member of the operating subsidiaries, and the Lender 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 immediately notified in good faith by proper legal proceedings within twenty (20) days after receipt of notice thereof by Tenant; orwriting.
(g) Tenant shall fail to provideA civil judgment is ordered or granted by a court of competent jurisdiction in favor of a third-party against the Borrower in a judgment amount in excess of US$100,000.00 and that civil judgment is not settled, maintainpaid in full, increase, waived or replace, appealed by the Deposit as required herein; or
Borrower within sixty (h60) Tenant shall fail to obtain and maintain days of entry of judgment by 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 Leasecourt, 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 Lender 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 immediately notified in such other agreementwriting.
Appears in 1 contract
Event of Default. The occurrence It is expressly agreed that the whole of the indebtedness evidenced by this Grid Note shall immediately become due and payable, at the option of the Lender, on the happening of any one default or more event constituting an event of the following events shall constitute a breach of this Lease and default hereunder (each an “Event of Default” hereunder:
”). An Event of Default shall occur on: (ai) Tenant shall fail duly the non-payment of any of the amounts due hereunder within five (5) Business Days after the date such payment is due and punctually to pay Rentpayable; (ii) dissolution or liquidation, as applicable, of the Borrower; (iii) any petition in bankruptcy being filed by or against the Borrower or any proceedings in bankruptcy, or under any Acts of Congress relating to make the relief of debtors, being commenced for the relief or readjustment of any other payment required hereunderindebtedness of the Borrower either through reorganization, when due to Citycomposition, and such failure extension or otherwise; provided, however, that Borrower shall continue beyond the date specified in have a written notice of such default from Director, which date shall be no earlier than the third sixty (3rd60) day after grace period to obtain the effective date dismissal or discharge of involuntary proceedings filed against it, it being understood that during such notice. Notwithstanding sixty (60) day grace period, the foregoing, in the event there occurs two (2) defaults in the payment of Rent or other payment during the Term, thereafter Tenant Lender shall not be entitled to, obligated to make draws hereunder and City shall have no obligation to give, notice the Lender may seek adequate protection in any bankruptcy proceeding; (iv) the making by the Borrower 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, calling a meeting of creditors for the purpose of effecting a composition 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 lawsdebts, or under filing a petition seeking to take advance of any other law providing for the relief of debtors; (v) any seizure, vesting or statute intervention by or under authority of a government, by which the management of the United States Borrower, is displaced or its authority in the conduct of any state thereof, or consent to its business is curtailed; (vi) the appointment of a receiver, trustee, or liquidator any receiver of any or substantially all of its property; or
(c) A petition under any part material property of the federal bankruptcy lawsBorrower; (vii) if any warranty, representation, statement, report or an action under certificate made now or hereafter by Borrower to Lender pursuant hereto is untrue or incorrect in any present material respect at the time made or future insolvency law delivered; (viii) the Borrower shall contest, dispute or statutechallenge in any manner, whether in a judicial proceeding or otherwise, the validity or enforceability of any material provision set forth herein or any transaction contemplated in this Grid Note; or (ix) if there shall be filed against Tenant and shall not be dismissed within thirty (30) days after a material adverse change in the filing thereof; or
(d) There shall occur a Transfer without business plan or prospects of Borrower in the prior approval reasonable opinion 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 agreementLender.
Appears in 1 contract
Samples: Note Assignment and Supplement to the Intercreditor Agreement (Function(x) 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 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 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 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 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 costs, expenses, and fees incurred by the holder, including all reasonable attorneys fees. 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. THIS NOTE IS PERFORMABLE IN HARRIS COUNTY, TEXAS. Maker and each surety, guarantor, xxxxxser, 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. This Note is in renewal and extension of, when due but not in discharge or novation of, that certain promissory note in the original principal amount of $3,250,000.00, dated October 31, 2001, executed by Maker and payable to Citythe order of Payee, which was executed in renewal and extension of, but not in discharge or novation of, that certain promissory note in the original principal amount of $3,250,000.00, dated July 31, 2001, executed by Maker and payable to the order of Payee, which was executed in renewal and extension of, but not in discharge or novation of, that certain promissory note in the original principal amount of $3,250,000.00, dated May 31, 2001, executed by Maker and payable to the order of Payee, which was executed in renewal and extension of, but not in discharge or novation of, that certain promissory note in the original principal amount of $3,250,000.00, dated June 20, 2000, executed by Maker and payable to the order of Payee, which was executed in renewal and increase of, but not in discharge or novation of, that certain promissory note in the original principal amount of $2,250,000.00, dated September 30, 1999, executed by Maker and payable to the order of Payee. SOUTH HAMPTON REFINING CO. By: /s/ NICK CARTER -------------------------- Nick Carter Presidxxx ANNEX "B" Xxxxxxxxx Xxxx Xxxxxxxxxxx BORROWING BASE CERTIFICATE TO: Southwest Bank of Texas, N.A. Five Post Oak Park 4400 Post Oak Parkway Houston, Texas 77027 Atxxxxxxx: X. Xxxxxxx Xxxxxxx Xxxxxx xxx Xxxxxxxxx: The undersigned xx xx xxxxxxxxed representative of SOUTH HAMPTON REFINING CO. (the "Borrower"), and such failure shall continue beyond is authorized to make and deliver this certificate pursuant to that certain Loan Agreement dated as of September 30, 1999 between the date specified in a written notice Borrower and Southwest Bank of such default from DirectorTexas, which date shall N.A. (the "Lender"), as amended by First Amendment to Loan Agreement dated as of June 20, 2000, Second Amendment to Loan Agreement dated as of May 31, 2001, Third Amendment to Loan Agreement dated as of July 31, 2001, Fourth Amendment to Loan Agreement dated as of October 31, 0000 xxx Xxxxx Xxxxxxxnt to Loan Agreement dated as of December 31, 2001. (Such Loan Agreement, as it may be no earlier than further amended is referred to as the third (3rd) day after the effective date of such notice"Loan Agreement"). Notwithstanding the foregoing, All terms defined 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 Loan Agreement shall have no obligation the same meaning herein. Pursuant 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 terms 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 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 replaceLoan Agreement, the Deposit as required herein; or
(h) Tenant shall fail to obtain undersigned hereby certifies that the following statements and maintain the insurance required hereunderinformation are true, or provide copies of the policies or certificates to City as required herein; or
(i) Tenant shall fail to keep, perform complete 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.correct:
Appears in 1 contract
Event of Default. The occurrence of any one or more of the following acts or events shall constitute a breach of this Lease and an “Event of Default” hereunder:
(a) Tenant Customer shall fail duly and punctually to pay Rent, or to make default in the making any other payment required hereunder, hereunder when due to City, and such failure shall continue beyond the date specified in a written notice or anticipatorily breaches any terms or conditions 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 insolventAny other default or breach of a payment obligation, covenant, representation, or warranty under any other agreement between Customer and NWI, or any affiliate of NWI shall take occur;
(c) Customer shall submit to NWI any financial information or statement or report concerning Customer that is materially false or misleading in any respect;
(d) Customer shall fail to maintain the benefit insurance coverage required under this Agreement or this insurance coverage shall be canceled by Customer’s carrier;
(e) Customer shall assign or transfer this Agreement, or any interest therein, or sell, transfer, assign, encumber, or sublet the Products, or any portion thereof, in violation of this Agreement; PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION. XXXXX INDICATES REDACTED LANGUAGE
(f) Customer shall default in the performance of any present or future insolvency statuteother term, provision, or shall make a general covenant of Customer herein and such default continues for fifteen (15) days after written notice thereof to Customer by NWI, or Customer anticipatorily breaches this Agreement;
(g) Customer becomes insolvent or makes an assignment for the benefit of creditors, ;
(h) Customer applies for 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 consents to the appointment of a receiver, trustee, or liquidator of any Customer over all or substantially all of its property; or
(c) A petition under any a substantial part of the federal bankruptcy lawsassets of Customer, or an action under any present a receiver, trustee 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 liquidator is appointed without the prior approval application or consent 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; orCustomer;
(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 A proceeding is begun 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 against Customer under Title 11 of the First NoticeUnited States Code or any amendment to Title 11 (including without limitation, a petition for reorganization, case, or thereafter fails to diligently prosecute such cure, adjustment of debts) 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 agreementinsolvency law or law providing for relief of debtors; 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.or
Appears in 1 contract
Samples: Supply and Service Agreement (Alpine 4 Automotive Technologies Ltd.)
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, Mississippi 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 Any Event of any one or more of Default (as defined in the following events Credit Agreement) 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 under this Note. Upon the occurrence of an Event of Default, in addition to duly and punctually pay Rent any other rights or other payment hereunder; or
(b) Tenant shall become insolvent, remedies Lender may have at law or shall take the benefit of any present in equity 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, Credit Agreement or under any other law Loan Document, Lender may, at its option, without notice to Borrower, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or statute any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the United States right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any state thereofpayment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. U.S. $10,000,000.00 Dated as of December 21, 2017 Expense Reimbursement. Xxxxxxxx agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Xxxxxx’s enforcement of the obligations of the Borrower hereunder or consent under the Security Agreement or any other collateral document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Borrower under this paragraph shall survive any termination of the Credit Agreement, this Note, the Security Agreement, and any other Loan Document. Successors and Assigns. This Note shall be binding upon and shall inure to the appointment of a receiver, trustee, or liquidator of any or substantially all of its property; or
(c) A petition under any part benefit of the federal bankruptcy laws, parties hereto and their respective successors and assigns except that Borrower may not assign 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 transfer its rights hereunder without the prior approval written consent of Xxxxxx, which consent may be withheld in Xxxxxx’s sole discretion. In connection with the City; or
(e) Tenant shall voluntarily abandon, desert actual or vacate prospective sale by the Premises; or
(f) Any lien shall be filed against the Premises as a result Lender of any act interest or omission participation in the loan obligation evidenced by this Note, Borrower hereby authorizes the Lender to furnish any information concerning the Borrower or any of Tenantits affiliates, 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 providehowever acquired, 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 agreemententity.
Appears in 1 contract
Samples: Term Note
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 7.01 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 and each holder of any Senior Indebtedness and each entity committed or obligated to issue or fund any Senior Indebtedness (provided that such holder or entity has previously given the holders of the Notes written notice to the effect that it is a holder of Senior Indebtedness or an entity committed or obligated to issue or fund Senior Indebtedness (as the case may be) and that such holder or entity requests that it be given any such notice) 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 interest on any Senior Indebtedness or on any Pari Passu Debt having an outstanding principal balance of Tenant, at least $500,000 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 Senior Indebtedness or any Pari Passu Debt having an outstanding principal balance of at least $500,000 shall be deemed declared to imply 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 holders of a majority in outstanding principal amount of the Notes ("Majority Holders"), by notice in writing to the Company and each holder of any Senior Indebtedness and each entity committed or obligated to issue or fund any Senior Indebtedness (provided that Tenant such holder or entity has previously given the holder hereof written notice to the effect that it is a holder of Senior Indebtedness or an entity committed or obligated to issue or fund Senior Indebtedness (as the case may be) and that such holder or entity requests that it be given any such notice), may declare the principal of all Notes 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 immediately due and payable, subject to additional notice or cure rights with respect to such default other than as may be provided in such other agreementArticle VIII.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)
Event of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”:
(a) the Debtor shall fail to pay any amount of principal or Interest on this Note on the Maturity Date;
(b) the Debtor or any of its Affiliates shall fail or neglect to perform or observe any other term, covenant, warranty or representation contained in this Note;
(c) the occurrence of any of the following events:
(i) the liquidation, dissolution, sale, lease, exchange or other disposition of all or substantially all of the Debtor’s assets;
(ii) any merger, consolidation or other business combination or recapitalization that results in the holders of the issued and outstanding voting securities of the Debtor immediately prior to such transaction beneficially owning or controlling, directly or indirectly, less than a breach majority of the voting securities of the continuing or surviving entity immediately following such transaction; or
(iii) any Person or Persons acting together or that would constitute a “group” for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together or with any affiliates (as defined in Rule 12b-2 under the Exchange Act) thereof, other than the beneficial owners of the Debtor’s voting securities as of the date of this Lease Note, beneficially owning (as defined in Rule 13d-3 of the Exchange Act) or controlling, directly or indirectly, at least 50% of the total voting power of the Debtor’s voting securities, other than in connection with the issuance of securities in a bona fide equity financing transaction.
(d) any assets of the Debtor shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within 30 days thereafter;
(e) an application shall be made by the Debtor or any third party for the appointment of a receiver, trustee or custodian for any of the Debtor’s assets and in the case of an application made by a third party, the same is not dismissed within 30 days after the application therefor;
(f) a petition under any bankruptcy, insolvency or similar law shall be filed by or against the Debtor, and in the case of any petition filed by any third party, such petition is not dismissed within 60 days of such filing, or the Debtor shall make an assignment for the benefit of its creditors or any case or proceeding shall be filed by or against the Debtor for its dissolution, liquidation, or termination;
(g) the insolvency of the Debtor;
(h) an “Event of Default” hereunder:
(a) Tenant shall fail duly under 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 as defined 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 NoticeSecurity Agreement, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120ii) 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 agreementPledge Agreement.
Appears in 1 contract
Samples: Senior Secured Promissory Note (ForceField Energy Inc.)
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 An Event of Default shall be deemed to have occurred and may be declared by Laurus 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" (or similar term) under any Document or any agreement or note related to any Document shall fail duly have occurred and punctually to pay Rentbe continuing beyond any applicable cure period;
(b) Pledgor shall default in the performance of any of its obligations under any agreement between Pledgor and Laurus, 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 tocured for a period of fifteen (15) days after the occurrence thereof;
(c) Any representation or warranty of Pledgor made herein, and City in any Document or in any agreement, statement or certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall have no obligation be false or misleading in any material respect;
(d) Any portion of the Collateral is subjected to givelevy of execution, notice of any further defaults in the payment of Rent 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 Laurus) 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 forty (40) days after the occurrence thereof; or
(be) Tenant 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 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 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) Borrower defaults in the payment of Rent any portion or other payment during installment of the Term, thereafter Tenant shall not be entitled to, Principal Amount or interest thereon due and City shall have no obligation payable pursuant 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 hereunderthis Note; or
(b) Tenant shall become insolventBorrower or Pledgor (as defined in the Pledge Agreement), as applicable, fails to satisfy, perform, observe or comply with any agreement, covenant, condition, provision or term contained in this Note or in any other Transaction Document to which the Borrower or Pledgor, as the case may be, is a party, or shall take in any other instrument, document or agreement executed by or binding on Borrower or the benefit Pledgor in favor of Holder; or
(c) the lien created pursuant to the Pledge Agreement for any present reason ceases to be or future insolvency statute, is not a valid and perfected lien having a first priority interest; or
(d) [Default under financing documents with GE and Soc. Gen.]
(e) Borrower or shall make a general Pledgor (1) makes an assignment for the benefit of creditors, ; or file a voluntary petition in bankruptcy, (2) applies for 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 consents to the appointment of a receiver, trustee, liquidator or receiver for it or for a substantial part of its property or assets; or (3) a trustee, liquidator or receiver shall be appointed for Borrower or Pledgor or for a substantial part of their property without their consent and shall not be discharged within thirty (30) days after such appointment; or (4) any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or substantially all of its property; or
(c) A petition under any part control of the federal bankruptcy laws, whole or an action under any present substantial portion of the property or future insolvency law assets of the Borrower or statute, shall be filed against Tenant Pledgor 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 Premisesthereafter; or
(f) Any lien Borrower or Pledgor files for bankruptcy, reorganization, insolvency or liquidation proceedings or any other proceeding for relief under any bankruptcy law or any law for the relief of debtors shall be filed instituted by or against the Premises as a result of any act Borrower or omission of TenantPledgor and, and if instituted against Borrower or Pledgor, shall not be discharged dismissed, stayed or contested by Tenant in good faith by proper legal proceedings bonded within twenty sixty (2060) days after receipt of notice thereof by Tenant; or
(g) Tenant such institution or Borrower or Pledgor shall fail to providein any action or answer approve of, maintain, increaseconsent to, or replace, acquiesce in any such proceedings or admit the Deposit as required herein; or
(h) Tenant shall fail to obtain and maintain the insurance required hereundermaterial allegations of, 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 default in this Lease, and answering a petition filed in any 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 agreementproceedings.
Appears in 1 contract
Samples: Asset Purchase Agreement (Superior Industries International Inc)
Event of Default. The occurrence of any one or more 48. Each of the following events shall or matters will constitute a breach of this Lease and an “Event of Default” hereunderof the “Mortgagor” under this Contract:
(a1) Tenant shall fail duly and punctually The “Debtor” fails to pay Rentany amount owed to the “Mortgagee” in full amount on time as agreed in the “Principal Contract”, any other Events of Default under the “Principal Contract” occur, or to make the maturity of the “Secured Debt” is accelerated for 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 reason.
(2) defaults in The statement or warranty made by the payment of Rent “Debtor” under this Contract is recognized as incorrect, unfaithful, or other payment during misleading or the Term, thereafter Tenant shall not be entitled to, and City shall have no obligation “Debtor” breaches or refuses to give, notice of fulfill 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 covenant made hereunder; or.
(b3) Tenant shall become insolventThe "Debtor" transfers, sells, leases out, or shall take otherwise disposes the benefit of “Mortgaged Property” without consent or places 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 security interest on any part of the federal bankruptcy laws“Mortgaged Property”, 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 third party claims any right to the filing thereof; or“Mortgaged Property”.
(d4) There shall occur a Transfer without the prior approval All or any part of the City; or“Mortgaged Property” or important assets of the “Mortgagor” have been confiscated, expropriated or acquired, no matter whether any compensation has been paid therefor.
(e5) Tenant shall voluntarily abandonRThe “Mortgagor” suspends its business or closes down, desert files for bankruptcy, liquidation, discontinuance of business, or vacate other similar proceedings, is declared bankrupt or liquidated, or is closed down or suspended from business by the Premises; orcompetent authority. (Applicable to corporate guarantee)
(f6) Any lien shall be litigation, arbitration, or administrative proceeding, which is filed against the Premises “Mortgagor” or the “Mortgaged Property” and will have material adverse impact on the financial status of the “Mortgagor”, the value of the “Mortgaged Property”, or the capacity of the “Mortgagor” to perform its obligations according to this Contract, occurs.
(7) The value of the “Mortgaged Property” decreases due to the act of the “Mortgagor”, and the “Mortgaged Property” is insufficient to repay the “secured debt” 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; orresult.
(g) Tenant shall fail to provide, maintain, increase, 8) The “Mortgagor” breaches its obligations hereunder or replaceother events that the “Mortgagee” believes will cause material adverse impact on its rights hereunder occur.
49. When the said “Event of Breach” occurs, the Deposit as required herein; or“Mortgagee” has the right to:
(h1) Tenant shall fail Declare that all amounts that the “Debtor” owes to obtain the “Mortgagee” under the “Principal Contract” immediately fall due and maintain request the insurance required hereunder, or provide copies “Debtor” to immediately repay all amounts owed to the “Mortgagee” under the “Principal Contract”;
(2) Declare abrogation of the policies or certificates rights of the “Debtor” to City as required herein; orfurther application for the “Services”;
(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”); Declare implementation 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 realization 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 agreementmortgage right hereunder.
Appears in 1 contract
Samples: Real Estate Mortgage Contract (ALPHA & OMEGA SEMICONDUCTOR LTD)
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 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 Upon the occurrence of any one or more of the following events shall constitute a breach of this Lease and (each, an “Event of Default” hereunder:”):
(a) Tenant the Maker shall fail duly and punctually to pay Rentany principal, Interest or to make any other payment required hereunder, when due to City, and such failure shall continue beyond amount payable in respect of this Note on the date specified due and otherwise in a written notice of such default from Director, which date shall be no earlier than accordance with 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; orterms hereof;
(b) Tenant the Maker shall become insolventdefault in the observance or performance of any affirmative covenant contained in this Note and that default shall continue unremedied for a period of ten (10) calendar days following notice given by Payee;
(c) the Maker shall default in the observance or performance of any negative covenant contained in this Note;
(d) any representation in this Note shall have been at the time made untrue in any material respect;
(e) if a default beyond any applicable notice or cure period shall occur in connection with any material obligation of Maker (or any material obligation of a joint venture for which Maker is liable) for the payment of borrowed money, whether now existing or hereafter created, incurred or arising, or if any such obligations become or are declared to be due and payable prior to the expressed maturity thereof;
(f) the Maker shall take the benefit file a petition or commence a proceeding under any bankruptcy, insolvency or similar law of any present state or future insolvency statuteany 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 the Maker or of the whole or substantially all of its property or any other purpose), or there is filed against the Maker any such petition or commenced against the Maker any such proceeding, and any such petition or proceeding filed or commenced against the Maker remains undismissed for a period of sixty (60) calendar days, or if the Maker by any act consents to, approves of or expressly acquiesces in any such petition or proceeding; the Maker shall seek relief under any such law; or the 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 the 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 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 Tenantsuch law; or
(g) Tenant the Maker shall fail to provide, maintain, increasetake any other action, or replacethe occurrence of any other event caused by Maker, which is deemed an Involuntary Transfer under the Deposit as required hereinPartnership Agreements; or
then, after Payee notifies Maker of such Event of Default in writing (hthe “Default Notice”) 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 thirty (330) days has elapsed after delivery Maker’s receipt of the Default Notice (such 30-day period, the “Notice Period”) without such Event of Default being cured, Payee may, by Director of a written notice of such failure to the Maker (the “First Acceleration Notice”); or if satisfaction , declare this Note to be forthwith due and payable, as to principal, Interest and all other amounts owing hereunder and may exercise all of such obligation requires activity over a period of time, if Tenant fails to commence its rights and remedies against 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 Collateral as may be provided in such agreementset forth below; provided, however, that nothing herein upon the occurrence of an Event of Default described in clause (f) above, all amounts due under this Note shall automatically be due and payable without the requirement of any notice to the Maker or any further act of the Payee. At any time during the Notice Period with respect to any Event of Default, Maker may cure such Event of Default, and if all then existing Events of Default for which a Default Notice has been provided are cured, no Acceleration Notice shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights provided with respect to such default cured Events of Default. The remedies provided herein, which may be exercised only after the end of the Notice Period and after delivery of the Acceleration Notice, shall be cumulative and in addition to any other remedy available to the Payee under this Note, the Partnership Agreements or under applicable law, or otherwise. No delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of such rights. For the avoidance of doubt, to the extent that the exercise by Payee of any remedy or right hereunder would require the vote or action of the Board of Managers of Payee, the exercise of any such remedy or right shall be considered an Interested Transaction pursuant to the terms of the Partnership Agreements, and any foreclosure by the Payee upon the Collateral pursuant to the terms of this Note shall be an Involuntary Transfer pursuant to the terms of the Partnership Agreements. Nothing herein shall be construed to limit or otherwise infringe upon any rights of Maker during the Notice Period, including its voting rights under the Partnership Agreements, its rights to designate the IFMI Managers to the Board of Managers, or the rights of any IFMI Manager to vote as a member of the Board of Managers with respect to any matter. Notwithstanding anything set forth in this Note to the contrary, Payee agrees that following an Event of Default (other than as may be provided an Event of Default pursuant to clause (f) above), it will not take action to foreclose upon its security interest in such other agreementthe Collateral during the Notice Period.
Appears in 1 contract
Samples: Senior Secured Promissory Note and Security 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 be “Event Events of Default” hereunderunder this Agreement:
(a) Tenant shall fail duly and punctually to pay Rent, or The failure of any Party to make any other payment required hereunder, when then due to City, and such failure shall continue beyond another Party as required by this Agreement within thirty (30) days of the date specified when such payment became due and payable; provided, however, that no Party shall be in a written default for nonpayment of any amount due and payable hereunder to another Party that can be offset within 30 days after the date on which such amount became due and payable.
(b) Willful failure by any Party to perform any other obligation to another Party, other than obligations for the payment of money, provided that the defaulting Party shall have been given not less than sixty (60) days’ notice of such default from Director, which date shall be no earlier than willful failure by the third (3rd) day after the effective date of non-defaulting Party and 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 defaulting Party shall have no obligation failed to givecorrect such default or shall have failed to use its reasonable best efforts to correct such default.
(c) Any of the following acts by a Party:
(i) the insolvency or bankruptcy of a Party or its inability or admission in writing of its inability to pay its debts as they mature, notice or the making of a general assignment for benefit of, or entry into any further defaults in composition or arrangement with, its creditors other than Old Dominion’s, New Dominion’s or Dominion Virginia Power’s mortgagee, as 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 hereundercase may be; or
(bii) Tenant shall become insolventthe application for, or shall take the benefit consent (by admission of any present or future insolvency statute, or shall make a general assignment for the benefit material allegations of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking an arrangement for its reorganizationotherwise) to, 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, trustee or liquidator of for any Party or for all or substantially all of its property; or
(c) A petition under any part of the federal bankruptcy lawsassets, or an action under any present its authorization of such application or future insolvency law consent, 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 commencement of any act proceedings seeking such appointment against it without such authorization, consent or omission of Tenantapplication, and shall not be discharged which proceedings continue undismissed 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 unstayed for a period of more than three sixty (360) days after delivery by days; or Issued by: Gregxxx X. Xxxxxx Effective: [SUPPLY] Managing Director of Energy Supply Issued on: [SUPPLY] Virginia Electric and Power Company FERC Electric Tariff Original Volume No. 6 Original Service Agreement No. 00 Xxxxxxxx Xxxxx Xx. 00
(xxx) xxx authorization or filing by a written notice Party of a voluntary petition in bankruptcy or application for or consent (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction or the institution of such failure (the “First Notice”); proceedings against a Party without such authorization, application or if satisfaction consent, which proceedings remain undismissed or unstayed for 60 days or which result in adjudication of bankruptcy or insolvency within 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.
(jiv) Tenant shall use Failure to comply with the credit security or give its permission to any person to use any portion notice requirements 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 10.07.
Appears in 1 contract
Samples: Operating and Power Sales Agreement (Old Dominion Electric Cooperative)
Event of Default. The occurrence of If any one or more of the following events shall constitute a breach of this Lease and an (“Event Events of Default” hereunder”) occur:
(a) Tenant shall fail duly and punctually the Borrower fails to pay Rent, or to make the principal of any other payment required hereunder, LIBOR Loan when due to Cityand payable, and such failure shall continue beyond including, without limitation, on any applicable Borrowing Maturity Date or on 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; orRevolving Credit Maturity Date;
(b) Tenant the Borrower fails to pay interest or any other amount owing hereunder when due hereunder and such failure continues unremedied for a period of five days after written notice thereof from the Lenders;
(c) any representation or warranty made or deemed made by or on behalf of the Borrower in any Credit Document (including any Specified Acquisition Agreement Representation) proves to have been incorrect in any material respect when made or deemed to be made and, solely with respect to a representation or warranty that is capable of being cured, such incorrect representation or warranty shall become insolventremain incorrect in any material respect for a period of 30 days after the date of the applicable Borrowing;
(d) the Borrower (i) fails to perform or comply with any term or condition contained in Section 2.1.2 or 5.2 or Article 6 or (ii) fails for longer than ten Business Days to perform or comply with any term or condition contained in Section 5.1.1;
(e) the Borrower defaults in the performance of or compliance with any term contained herein or in any of the other Credit Documents, other than any such term referred to in any other paragraph of this Section 7.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of the Borrower becoming aware of such default or (ii) receipt by the Borrower of notice from the Lenders of such default;
(f) (i) a court of competent jurisdiction enters a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) in an involuntary case under any Debtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief is granted under any applicable Federal or State law; or (ii) an involuntary case is commenced against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) under any Debtor Relief Laws 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 the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries), or over all or a substantial part of its property, has been entered; or there has occurred the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process has been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries), and any such event described in this clause (ii) shall take continue for sixty days without having been dismissed, bonded or discharged;
(i) the benefit Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) has an order for relief entered with respect to it or commences a voluntary case under any present Debtor Relief Laws now or future insolvency statutehereafter in effect, or shall make consents to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a general voluntary case, under any such law, or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) makes any assignment for the benefit of creditors; or (ii) the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) is unable, or file a voluntary petition in bankruptcyfails generally, or a petition or answer seeking an arrangement for admits in writing its reorganizationinability, to pay its debts as such debts become due; or the readjustment members of the Borrower or the board of directors (or similar governing body) of the Borrower or any of its indebtedness Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) (or any committee thereof) adopts any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 7.1(f);
(h) at any time there exists money judgments, writs or warrants of attachment or similar process involving in the aggregate an amount in excess of $75,000,000 (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) entered or filed against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) or any of their respective assets and such money judgments, writs or warrants of attachment or similar process remain undischarged, unvacated, unbonded or unstayed for a period of sixty days;
(i) (i) the failure of the Borrower or any Credit Party under and as defined in the federal bankruptcy lawsOpco Credit Agreement or any of its Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Subsidiary that is a Credit Party under and as defined in the Opco Credit Agreement is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or under in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other law amount, including any payment in settlement, payable in respect of one or statute more items of Indebtedness (other than Indebtedness referred to in Section 7.1(a)) with an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $75,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) the breach or default by the Borrower or any Credit Party under and as defined in the Opco Credit Agreement with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Xxxx-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be;
(j) any order, judgment or decree is entered against the Borrower decreeing the dissolution or split up of the United States Borrower and such order shall remain undischarged or unstayed for a period in excess of thirty days;
(i) there occurs one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in a Material Adverse Effect; or (ii) there exists any state thereof, fact or consent circumstance that reasonably could be expected to result in the imposition of a Lien or security interest pursuant to Section 430(k) of the Internal Revenue Code or Section 4068 of ERISA upon the property and rights to property belonging to the appointment of a receiver, trustee, Borrower or liquidator of any or substantially all of its propertyERISA Affiliates;
(l) the Master Services Agreement is terminated or ceases to be in full force and effect for any reason other than as a result of an Equity Event or an MSA Event; or
(cm) A petition at any time after the execution and delivery thereof, (i) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or is declared null and void, or the Lenders do not have or cease to have a valid and perfected Lien in any material portion of the Collateral (for the avoidance of doubt, any pledge of Equity Interests shall constitute a material portion of the Collateral) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of the Lenders to take any action within its control, or (ii) the Borrower contests the validity or enforceability of any Credit Document in writing or denies in writing that it has any further liability, including with respect to future advances by the Lenders, under any part Credit Document or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the federal bankruptcy lawsCollateral Documents; then, or and in every such event (other than 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
event described in clause (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 provideor (l) above), maintain, increase, and at any time thereafter during the continuance of such event or replaceany other such event, the Deposit as required herein; or
(h) Tenant shall fail Lenders may, by notice to obtain and maintain the insurance required hereunderBorrower, take either or provide copies both of the policies following actions, at the same or certificates to City as required herein; or
different times: (i) Tenant shall fail terminate the availability of the Revolving Credit, and thereupon the Revolving Credit will terminate immediately, and/or (ii) declare the LIBOR Loans then outstanding to keepbe due and payable in whole (or in part, perform in which case any principal not so declared to be due and observe each payable may thereafter be declared to be due and every payable), and thereupon the principal of the LIBOR Loans so declared to be due and payable, together with accrued interest thereon and all fees and other promiseobligations of the Borrower accrued hereunder, covenant will become due and agreement payable immediately in cash, without presentment, demand, protest or other notice of any kind except as set forth earlier in this Leaseparagraph, all of which are hereby waived by the Borrower. In the case of an event described in clause (f), (g) or (l) above, (x) the Revolving Credit will terminate immediately and such failure shall continue for a period (y) all outstanding principal of more than three (3) days after delivery by Director the LIBOR Loans, together with accrued interest thereon and all fees and other obligations of a written the Borrower accrued hereunder, will become due and payable immediately in cash, without presentment, demand, protest or other notice of such failure (any kind, all of which are hereby waived by the “First Notice”); or if satisfaction of such obligation requires activity over a period of time, if Tenant fails to commence Borrower. In the cure of such failure within three (3) days after receipt case of the First Noticeoccurrence of an Equity Event or an MSA Event, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure within one hundred twenty (120) days after the giving availability of the First NoticeRevolving Credit shall automatically terminate and the principal amount of the Borrowings then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued under the financing documentation, will become due and payable in cash on the date that is six months following such Equity Event or MSA Event; or
(j) Tenant shall use or give its permission to any person to use any portion provided that neither the occurrence 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 an Equity Event nor an MSA Event shall be deemed to imply that Tenant shall be entitled to additional notice considered a Default or cure rights with respect to such default other than as may be provided in such other agreementEvent of Default hereunder.
Appears in 1 contract
Event of Default. The Upon 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 caused by a party, the other party may terminate this Agreement by giving to the defaulting party no less than ten (10) Business Days' prior written notice of its intent to terminate. Such written notice shall describe in detail the Event of Default. For purposes of this Agreement, an "Event of Default" hereunder shall occur in the event a party fails to make a payment in accordance with Article III (other than pursuant to a bona fide dispute over the amount which is payable) or materially defaults in the performance of any of its other duties or obligations under this Agreement. If the defaulting party makes the payment required in accordance with Article III within ten (10) Business Days from the date of receipt of such written notice of termination from the other party, or, in all other cases, corrects the condition which resulted in the Event of Default within thirty (30) calendar days from the date of receipt of such written notice of termination from the other party, this Agreement shall not terminate. Bankruptcy. A party may terminate this Agreement at any time upon Tenant’s failure thirty (30) days' prior written notice to duly and punctually pay Rent the other party after the filing of any petition in bankruptcy (voluntary or involuntary) or for reorganization or debt consolidation under the federal bankruptcy laws or under any comparable law by or against the other payment hereunder; or
(b) Tenant shall become insolventparty, or shall take upon the benefit other party's making of any present or future insolvency statute, or shall make a general an assignment 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 upon the readjustment of its indebtedness under the federal bankruptcy laws, or under any other law or statute application of the United States or of any state thereof, or consent to other party for the appointment of a receiver, trustee, receiver or liquidator of any or substantially all trustee 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 agreementassets; provided, however, in the case of an involuntary filing of any petition in bankruptcy, the party against whom such filing is made shall have sixty (60) days from the date of receipt of such notice of termination to correct or otherwise have such filing vacated, in which case this Agreement shall not terminate. A party that nothing herein becomes subject to any proceeding under this subsection shall be deemed to imply that Tenant shall be entitled to additional notice or cure rights with respect to such default promptly so notify the other than as may be provided in such other agreementparty hereto.
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 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.
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