Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law: (a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred. (b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein. (c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower. (d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount. (e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect. (f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5. (g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof. (h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent. (i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement. (j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement. (k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 2 contracts
Samples: Loan and Security Agreement (BTHC VI Inc), Loan and Security Agreement (Athersys, Inc / New)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Final Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or principal, interest or Terminal Final Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in the dissolution or termination of the business or permanent cessation of operations of Borrower; or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, which would result in reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections occur, other than in accordance with Section 6.4 or Section 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any At any time prior to the initial sale of Borrower’s equity securities to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, any Person or two or more Persons who are not stockholders of Parent (other than any “Excluded Person” as of the Closing Date defined below) acting in concert shall have acquired (in a single transaction or series of related transactions) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the outstanding shares of voting stock of Parent Borrower representing fifty percent (50%) or more of the outstanding voting power of Parent.
all shares of Borrower’s voting stock that are outstanding immediately after such acquisition. As used in this paragraph, “Excluded Person” means: (i) any Person who is a stockholder of Borrower shall fail to perform as of the Closing Date; (ii) a venture capital firm or observe any covenant contained in Article 6 of this Agreement.
similar investment fund or institution; or (jiii) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case an affiliate of any failure to perform Person described in clause (i) or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower(ii).
Appears in 2 contracts
Samples: Loan and Security Agreement (Quepasa Corp), Loan and Security Agreement (Quepasa Corp)
Events of Default; Acceleration. Upon Any or all of the occurrence liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and during payable upon the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following events of default (each, each of which shall be hereinafter referred to as an “"Event of Default”"): (a) shall terminate default in the payment, when due or payable, of any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when duethe Note; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any if any representation or warranty made, or financial statement, certificate or other document provided, by Borrower hereunder or by the Guarantor under the Guarantee is not complete or accurate at any Loan Document shall prove to have been false or misleading in time that any material respect when made or deemed made herein.
advances are outstanding hereunder; (c) issuance of any injunction or of an attachment or judgment against any property of Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itselfthe Guarantor which is not discharged within thirty (30) days sifter issuance; an involuntary Insolvency Proceeding shall be filed against Borrower(d) the insolvency of Borrower or the Guarantor, or the filing of any bankruptcy, reorganization, debt arrangement or other proceeding or case against Borrower or the Guarantor under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower or the Guarantor, any of which is either consented to or acquiesced in by Borrower or the Guarantor or remains undismissed for sixty (60) days after the date of entry or the commencement by Borrower or the Guarantor of a custodianvoluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower or the Guarantor to the appointment of a receiver, liquidator, assignee, trustee, assignee custodian or similar official for Borrower or the Guarantor or any of its or his property, as the case may be, or the making by Borrower or the Guarantor of any assignment for the benefit of creditors, creditors or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to failure by Borrower or is not dismissed within forty five (45) daysthe Guarantor generally to pay Borrower's or the Guarantor's debts, as the case may be, as they become due; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, a change in the reasonable judgment condition or affairs (financial or otherwise) of Agent, would result borrower or the guarantor which in a Material Adverse Effect.
the opinion of the Lender increases Lender's risk in connection with the Revolving Credit or impairs the prospect of timely payment of the Revolving Credit; (f) Any saledefault in the performance of any obligation, transfer covenant or other disposition of all agreement contained or substantially all of referred to herein or in the assets of Borrower, including without limitation to any trust Note or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
in the Guarantee; (g) Any judgment(s) singly the death of Guarantor; or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders failure of Parent as a "Condition of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained Lending" described hereinafter in Section 5.9 of this Agreement7.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 2 contracts
Samples: Revolving Credit Loan Agreement (Embarr Downs, Inc.), Revolving Credit Loan Agreement (Capall Stables, Inc.)
Events of Default; Acceleration. Upon A very important element of this Security Agreement is that Debtor make all its payments promptly as agreed upon. It is essential that the occurrence Collateral remain in good condition and during adequate security for the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspendedindebtedness. The occurrence following are events of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders default under this Security Agreement which will allow Secured Party to make any additional Loan; take such action under this Paragraph and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawParagraph 10 as it deems necessary:
(a) Borrower shall fail any of Debtor's obligations to pay Secured Party under any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges agreement with Secured Party is not paid promptly when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event aforesaid is not cured within 10 days of Default as defined in any other Loan Document shall have occurred.written notice thereof;
(b) Any representation Debtor breaches any warranty or warranty madeprovision hereof, or financial statement, certificate of any note or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other instrument or agreement involving the borrowing of money, the purchase of property, the advance of credit delivered by Debtor to Secured Party in connection with this or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of transaction and such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after of written notice thereof (the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the aforesaid cure period shall not apply to Debtor's obligation to maintain insurance in accordance with Section 8 above);
(c) Debtor dies, becomes insolvent or ceases to do business as a going concern;
(d) it is determined that Debtor has given Secured Party materially misleading information regarding its financial condition;
(e) any of the Collateral is lost or destroyed unless such lost or destroyed Collateral is either (i) prepaid by Debtor or (ii) replaced by Debtor with like kind Collateral of equal or greater value as determined by Secured Party;
(f) a complaint in bankruptcy or for arrangement or reorganization or for relief under any insolvency law is filed by or against Debtor and in the event of an involuntary filing against Debtor, such is not dismissed within 60 days of such involuntary filing, or Debtor admits its inability to pay its debts as they mature;
(g) property of Debtor (with a value as determined by Secured Party in excess of $500,000) is attached or a receiver is appointed for Debtor and either of the aforesaid is not cured within 30 days of such occurrence. If Debtor shall be extended in default hereunder, the indebtedness described in each Schedule and all other indebtedness then owing by Debtor to Secured Party under this or any other present or future agreement shall, if Secured Party shall so elect, become immediately due and payable. After acceleration:
(a) the date requested unpaid principal balance of the indebtedness described in Borrower’s notice but any Schedule in which interest has been precomputed shall bear interest at the rate of 18% per annum (or, if less, the maximum rate permitted by law) until paid in full; and
(b) the unpaid principal balance of the indebtedness described in any Schedule in which interest has not been precomputed shall bear interest at the same rate as before acceleration until paid in full. In no event more than 90 days from shall the initial breach; providedDebtor upon demand by Secured Party for payment of the indebtedness, furtherby acceleration of the maturity thereof or otherwise, that such additional 60-day opportunity be obligated to cure pay any interest in excess of the amount permitted by law. Any acceleration of the indebtedness, if elected by Secured Party, shall not apply in the case be subject to all applicable laws, including laws relating to rebates and refunds of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerunearned charges.
Appears in 2 contracts
Samples: Master Security Agreement (United Foods Inc), Master Security Agreement (United Foods Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, an “Event "Events of Default”") shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) if any Borrower shall fail to pay any principal of or interest or Terminal Payment under this Agreement or on any Note when due; or shall fail Loan to pay any fees or other charges it when due under any Loan Document and payable, and such failure continues shall continue for five (5) three Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.Days;
(b) Any if any Borrower shall fail to perform, discharge, observe or comply with any other term, covenant and agreement contained herein, and such failure shall continue unremedied for 30 days after written notice of such failure has been given to such Borrower by AMR;
(c) if an representation or warranty made, or financial statement, certificate or other document provided, by of any Borrower under any Loan Document contained in this Agreement shall prove to have been materially false or misleading in any material respect when made or deemed made herein.made;
(cd) if any Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, (or a custodian, receiver, trustee, assignee Trust of which it is a portfolio or fund) makes an assignment for the benefit of creditors, or admits in writing its inability to pay or generally fails to pay its debts as the mature or become due, or petitions or applies for the appointment of a trustee in bankruptcy or other similar officialcustodian, shall be appointed to take possession, custody liquidator or control of the properties of Borrower, and receiver for such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; of any substantial part of its assets, or results in the commences any case or other proceeding relating to such Borrower under any bankruptcy, reorganization, arrangement, insolvency, dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace liquidation or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability similar law of any kind to Lenders jurisdiction, now or to any Person which results hereafter in effect, or authorizes the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.foregoing; or
(e) Any governmental if any such petition or regulatory authority shall take application is filed or any judicial such case or administrative actionother proceeding is commenced against such Borrower (or Trust) and such Borrower (or Trust) indicates its approval thereof or consent thereto, or an order for relief or appointing any defined benefit pension plan maintained such trustee in bankruptcy or other custodian, liquidator or receiver is entered adjudicating such Borrower (or Trust) bankrupt or insolvent, or approving a petition in any such case or other proceeding, and such order remains unstayed and in effect for more than 60 days; then, in such event and without notice or demand by AMR, all outstanding Loans to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement shall become and be due and payable without presentment, demand, protest or notice, all of which are expressly waived by such Borrower. If any Event of Default shall have any unfunded liabilitiesoccurred and be continuing, any of whichAMR may proceed to protect or enforce its rights against such Borrower by suit in equity, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer action at law or other disposition appropriate proceeding, and may proceed to enforce the payment of all amounts that shall have become due. No remedy conferred upon AMR herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly existing at law or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereofequity.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 2 contracts
Samples: Credit Agreement (American Aadvantage Funds), Credit Agreement (American Aadvantage Mileage Funds)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any Each of the following (eachevents is hereby defined as, and is declared to be and to constitute, an “"Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law" hereunder:
(a) Failure by the Borrower shall fail to pay make or cause to be made any principal payment required to be made under Section 4.2 or interest 4.4 on or Terminal Payment under this Agreement or any Note when before the date the same is due; or
(b) Failure or shall fail refusal by the Borrower to pay observe or comply with any fees or of its other charges when due under any Loan Document covenants hereunder and such failure continues or refusal shall continue for five a period of ninety (590) Business Days days after written notice thereof has been given to the Borrower and the Letter of Credit Issuer by the Authority or more after the same first becomes dueTrustee; or provided that (i) if such failure is of such nature that it can be corrected but not within ninety (90) days, it will not be an Event of Default so long as defined prompt corrective action is instituted and is diligently pursued and the Letter of Credit Issuer consents to such extension or is not required to consent thereto pursuant to the Reimbursement Agreement, which consent may not be unreasonably withheld, and (ii) if such failure results in any other Loan Document the interest on the Bonds becoming subject to Federal income taxation and the Bonds are redeemed as a result thereof in accordance with their terms, such failure shall have occurred.
(b) Any representation or warranty madenot constitute an Event of Default, or financial statementand provided further, certificate or other document providedhowever, by that failure of the Borrower under any Loan Document to comply with the covenant contained in Section 5.31 hereof shall prove to have been false or misleading in any material respect when made or deemed made herein.not constitute an Event of Default; or
(c) The Borrower shall fail (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of itself or of its property, or (ii) admit in writing its inability to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrowerdue, or (iii) make a custodian, receiver, trustee, assignee general assignment for the benefit of creditors, or other similar official(iv) be adjudicated a bankrupt or insolvent, or (v) commence a voluntary case under the United States Bankruptcy Code, or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief, or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or action shall be appointed to take possession, custody or control taken by it for the purpose of effecting any of the properties foregoing, or (vi) if without the application, approval or consent of the Borrower, and a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Borrower an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of the Borrower or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such involuntary Insolvency Proceedingproceeding is being contested by the Borrower in good faith, petition the same shall (A) result in the entry of an order for relief or any such adjudication or appointment is acquiesced to by Borrower or is not dismissed within forty five (45B) remain unvacated, undismissed, undischarged, unstayed or unbonded for a period of ninety (90) days; or results in the dissolution or termination of the business of Borrower.or
(d) Borrower shall be For any reason the Bonds are declared due and payable by acceleration in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess accordance with Section 902 of the Threshold Amount.Indenture; or
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any If the Trustee receives written notice from the Letter of Credit Issuer that an Event of Default as defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.Reimbursement Agreement has occurred and is continuing and directing the Trustee to accelerate the Bonds; or
(f) Any sale, transfer or other disposition If the Trustee receives written notice from the Letter of all or substantially all Credit Issuer following a drawing under the Letter of Credit for interest on Bonds which remain Outstanding after the application of the assets proceeds of Borrowersuch drawing, including without limitation that the Letter of Credit will not be reinstated with respect to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.such interest; or
(g) Any judgment(s) singly The transfer of title to or in the aggregate in excess possession of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated Project Facilities or unstayed pending appeal for thirty any part thereof (30) in one or more days after entry thereof.transactions) for any reason without prior express written consent of the Authority and the Bank as provided in Section 5.14 hereof; or
(h) Any Person The voluntary close of business or two or more Persons who are not stockholders voluntary cessation of Parent as operations of the Closing Date acting Borrower at the Project Facilities for a continuous period in concert shall have acquired beneficial ownership excess of one-hundred twenty (within the meaning of Rule 13d-3 of the Securities and Exchange Commission120) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.days; or
(i) Any material misrepresentation or warranty by or on behalf of the Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or in any report, certificate, financial instrument or other instrument furnished in connection with the Loan Document (other than a covenant Agreement shall prove to be false or misleading; then and in each and every such case the Trustee, upon receipt of written notice or actual knowledge, as the case may be, by notice in writing to the Borrower, may, in accordance with the Indenture, with the consent of the Letter of Credit Issuer, so long as the Letter of Credit is still in effect and the Letter of Credit Issuer has not defaulted in its obligations thereunder, if such Event of Default has not been cured and shall, at the direction of the Letter of Credit Issuer so long as the Letter of Credit is in effect and the Letter of Credit Issuer has not defaulted in its obligations thereunder, declare all sums which the Borrower is dealt with specifically elsewhere obligated to pay under this Loan Agreement to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Article 7) andLoan Agreement contained to the contrary notwithstanding. In case the Trustee shall have proceeded to enforce any right under this Loan Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, if capable of being curedthen and in every such case the Borrower, the breach Authority and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender , the Authority and its assignee or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period Trustee shall be extended to the date requested in Borrower’s notice but in continue as though no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has proceeding had been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowertaken.
Appears in 2 contracts
Samples: Loan Agreement (Burlington Coat Factory Warehouse Corp), Loan Agreement (Burlington Coat Factory Warehouse Corp)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following ------------------------------- events (each, an “Event "Events of Default”") shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower Maker shall fail to pay any the interest on and principal or interest or Terminal Payment under amount of this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after on the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.Maturity Date;
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; Maker makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or admits in writing its inability to pay or generally fails to pay its debts as they mature or become due, or petitions or applies for the appointment of a trustee or other similar officialcustodian, shall be appointed to take possession, custody liquidator or control receiver of the properties of Borrower, and such involuntary Insolvency Proceeding, petition Maker or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all substantial part of the assets of BorrowerMaker or commences any case or other proceeding relating to Maker under any bankruptcy, including without limitation to any trust reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar entitylaw of any jurisdiction, shall occur except as permitted under Sections 6.4 now or 6.5.hereafter in effect, or takes any action to authorize or in furtherance of any of the foregoing, or if any such petition or application is filed or any such case or other proceeding is commenced against Maker and Maker indicates its approval thereof, consent thereto or acquiescence therein; or
(gc) Any judgment(sa decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating Maker bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of Maker in an involuntary case under Federal bankruptcy laws as now or hereafter constituted, and such decree or order remains in effect for more than sixty (60) singly days, whether or not consecutive. then Payee or Assignee may by notice in the aggregate in excess writing to Maker declare all amounts owing with respect to this Note to be, and they shall thereupon forthwith mature and become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Maker. Payee's failure at any time or times hereafter to require strict performance by Maker of any of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance terms, conditions and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant provisions contained in this Agreement Note shall not waive, affect or diminish any right of Payee at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived or modified by any act or knowledge of Payee, its agents, officers or employees, unless such waiver or modification is contained in an instrument in writing signed by an officer of Payee and directed to Maker specifying such waiver or modification. No waiver by Payee of any Event of Default shall operate as a waiver of any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable Event of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender Default or the date same Event of Default on which such breach first becomes known to any officer a future occasion. No delay on the part of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply Payee in the case exercise of any failure to perform right or observe remedy shall operate as a waiver thereof, and no single or partial exercise by Payee of any covenant which has been right or remedy shall preclude other or further exercise thereof or the subject exercise of a prior failure within any other rights or remedy. If any Event of Default occurs, Maker shall pay on demand all reasonable out-of-pocket expenses incurred or sustained by Payee in connection with the preceding 180 days enforcement or which is a willful protection of the rights of Payee under this Note, including costs of collection and knowing breach by Borrowerthe fees and disbursements of counsel.
Appears in 2 contracts
Samples: Subordination Agreement (Easyriders Inc), Subordination Agreement (Easyriders Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of defaultdefault (except as set forth in Section 7.1A), presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices (except as set forth in Section 7.1A) or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or principal, interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other material agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, this subsection 7.1(e) shall not apply to an action by the U.S. Food and Drug Administration, Centers for Medicare & Medicaid Services or any other similar state, federal or foreign governmental or regulatory authority with respect to matters including, without limitation, the approval or clearance of the sale of Borrower’s products, the recall of Borrower’s products, the coverage or payment for Borrower’s products.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any At any time prior to the initial sale of Borrower’s equity securities to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, any Person or two or more Persons who are not stockholders of Parent (other than any “Excluded Person” as of the Closing Date defined below) acting in concert shall have acquired (in a single transaction or series of related transactions) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the outstanding shares of voting stock of Parent Borrower representing fifty percent (50%) or more of the outstanding voting power of Parent.
all shares of Borrower’s voting stock that are outstanding immediately after such acquisition, provided, however, that this provision shall not apply to any transaction that meets the requirements of Section 6.4 of this Agreement. As used in this paragraph, “Excluded Person” means: (i) any Person who is a stockholder of Borrower shall fail to perform as of the Closing Date; (ii) a venture capital firm or observe similar investment fund or institution; or (iii) an affiliate of any covenant contained Person described in Article 6 clause (i) or (ii). For the avoidance of doubt, this Agreement.
(jsubsection 7.1(h) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply to any transaction that satisfies each of the conditions set forth in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerSection 6.4.
Appears in 2 contracts
Samples: Loan and Security Agreement (Emphasys Medical, Inc.), Loan and Security Agreement (Emphasys Medical, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events without a cure in 30 days after occurrence of the default or within such other time period provided herein (each, each an “"Event of Default”") shall terminate any obligation constitute an Event of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawDefault:
(a) Borrower shall fail to pay any The Company defaults in the payment of principal of or interest or Terminal Payment under this Agreement on the Convertible Notes or any Note when due; other fee or shall fail to pay any fees or other charges when expense due under the Transaction Documents when the same becomes due and payable, whether on demand, at maturity or at a date fixed for the payment of any Loan Document installment or prepayment thereof or otherwise, and such failure continues for five default is not waived or cured within thirty (530) Business Days or more days after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurredsuch default occurs.
(b) Any representation The Company defaults in the performance of or warranty madecompliance with any covenant or provision of this Agreement, the Convertible Notes, or financial statementin any Transaction Document, certificate or other document providedSterling defaults in the performance of or compliance with any covenant or agreement in any of the Sterling Transaction Documents, and any such default is not cured or waived within sixty (60) days after the Company or Sterling, as the case may be, has notice of the occurrence of such default.
(c) The representations or warranties made by Borrower under the Company in this Agreement and in any Loan Document Transaction Document, and the representations and warranties made by Sterling in the Sterling Transaction Documents shall prove to have been false or misleading incorrect in any material respect when made or deemed made hereinmade.
(cd) Borrower shall fail to pay SpectRx discontinues its debts generally as they become due business or shall commence any Insolvency Proceeding with respect to itself; makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental If, within sixty (60) days after the commencement against any SpectRx Company of a case under the federal bankruptcy laws, as now or regulatory authority shall take any judicial or administrative actionhereafter constituted, or any defined benefit pension plan maintained by Borrower other applicable federal or state bankruptcy, insolvency or other similar law, such case shall have been consented to or shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of such SpectRx Company stayed, or if the stay of any unfunded liabilitiessuch order or proceeding shall thereafter be set aside, or if within sixty (60) days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official ) of such SpectRx Company or any substantial part of which, in the reasonable judgment property of Agent, would result in a Material Adverse Effectsuch SpectRx Company such appointment shall not have been vacated.
(f) Any sale, transfer A Change of Control or other disposition sale of all or substantially all a majority of the business or assets of Borrowerthe Company unless approved by one or more of the members of the Board of Directors nominated by the Majority Noteholders, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 by the Majority Noteholders or 6.5by the Agent.
(g) Any judgment(s) singly Attachment or in the aggregate judgment in excess of the Threshold Amount shall be entered against Borrower which $500,000 that is not fully covered by insurance and which remain unsatisfiedif not discharged, unvacated annulled or unstayed pending appeal for stayed within thirty (30) or more days after entry thereofthereafter.
(h) Any Person or two or more Persons who are not stockholders The occurrence and continuance of Parent as an Event of Default that results in an acceleration of any Indebtedness of the Closing Date acting Company in concert shall have acquired beneficial ownership (within the meaning excess of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent$500,000.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Spectrx Inc), Loan Agreement (Spectrx Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, an “Event "Events of Default”") shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccurs:
(a) Borrower shall fail to pay any principal or the Company defaults in the payment of interest or Terminal Payment under on this Agreement or any Senior Note when due; or shall fail to pay any fees or other charges when the same becomes due under any Loan Document and such failure payable and the default continues for five (5) Business Days or more after a period of thirty days following the same first becomes duedate of such default, and the Holder delivers written notice of such default; or an Event of Default as defined in any other Loan Document shall have occurred.or
(b) Any representation the Company defaults in the payment of any of the Principal Amount when the same becomes due and payable at maturity or warranty madeotherwise and, or financial statementin the case of any Mandatory Prepayment, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.such default continues for a period of thirty days following the date of such default and the Holder delivers written notice of such default; or
(c) Borrower shall fail to pay its debts generally there occurs an "Event of Default" (as they become due such term is defined in any Related Senior Note) under any other Related Senior Note; or
(d) there occurs any default by Cayman Parent under the Guaranty Agreement and such default continues for a period of thirty days following the date of such default; or
(e) the Company materially breaches any covenant provided in this Senior Note; or
(f) Cayman Parent materially breaches any covenant provided for in the Guaranty Agreement; or
(g) The Company, Cayman Parent or shall commence any Insolvency Proceeding with respect to itself; of their respective subsidiaries makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or other admits in writing its inability to pay its debts as they become due, or files a voluntary petition in bankruptcy, or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar officialrelief under any present or future statute, shall be appointed law or regulation, or files any answer admitting or failing to take possessiondeny the material allegations of a petition filed against the Company, custody Cayman Parent or control any of their respective subsidiaries for any such relief, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of the Company, Cayman Parent or any of their respective subsidiaries or of all or any substantial part of the properties of Borrowerthe Company, and such involuntary Insolvency ProceedingCayman Parent or any of their respective subsidiaries, petition or appointment is acquiesced the Company, Cayman Parent or any of their respective subsidiaries or the directors or majority stockholders of the Company, Cayman Parent or any of their respective subsidiaries take any action looking to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination liquidation of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of moneyCompany, the purchase of property, the advance of credit Cayman Parent or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.their respective subsidiaries; or
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (if, within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 60 days after the sooner to occur commencement of Borrower’s receipt of notice of such breach from Agent any proceeding against the Company, Cayman Parent or any Lender of their respective subsidiaries seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding has not been dismissed or if, within 60 days after the date on appointment, without the consent or acquiescence of the Company, Cayman Parent or any of their respective subsidiaries, of any trustee, receiver or liquidator of the Company, Cayman Parent or any of their respective subsidiaries or of all or any substantial part of the properties of the Company, Cayman Parent or any of their respective subsidiaries, such appointment has not been vacated; then and, in any such event, the Holder at its option may, by written notice or notices to the Company, declare this Senior Note to be due and payable, whereupon the same shall forthwith mature and become due and payable together with interest accrued thereon, without presentment, demand, protest or notice, all of which such breach first becomes known to any officer of Borrowerare hereby waived; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, furtherhowever, that such additional 60-day opportunity to cure shall not apply acceleration is automatic without the necessity of any such notice in the case of any failure Events of Default under clause (g) or (h) of this Section 4 with respect to perform the Company or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerCayman Parent.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “"Event of Default”") shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or principal, interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold AmountTwo Hundred Fifty Thousand Dollars ($250,000).
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in might have a Material Adverse Effect; provided, however, that the following administrative actions shall not constitute a "Material Adverse Effect" for purposes of this Section 7.1(e): (i) any administrative inspection or receipt of a report of observations (e.g., FDA form 483) or notice of violation following an administrative inspection of Borrower's facilities, operations or clinical trial activities by a regulatory authority; (ii) receipt of a warning letter or similar notice of violation of applicable laws or regulations; (iii) initiation of a voluntary or regulatory authority-initiated product recall, product retrieval, market withdrawal, product detention, or seizure; (iv) delay or denial of any request by Borrower for approval of a product, product license application, investigational new drug (IND) application, or the like; (v) the debarment or disqualification of any investigator, institution or institutional review board involved in any of Borrower's clinical trials; (vi) receipt of a request for information, clarification, or additional data fro any regulatory authority; or (vii) a company or regulatory agency-initiated hold or discontinuation of enrollment in any of Borrower's clinical trials.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount Two Hundred Fifty Thousand Dollars ($250,000) shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following follow- ing events (each, each an “"Event of Default”") shall terminate any obligation of Lenders to make any additional Loan; occur and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawbe continuing:
(a) if a Borrower shall fail to pay any principal of or interest on any Loan when the same is due, or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees other sums due hereunder or other charges when due under any other Loan Document and such failure continues for five (5) Business Days or more Document, within 10 days after the same first becomes due; shall have become due and payable, whether on demand, at the stated date of maturity or an Event any accelerated date of Default as defined maturity or at any other date fixed for payment;
(b) if a Borrower shall fail to comply with any of its other covenants contained herein or in any other Loan Document shall have occurred.or outstanding letters of credit (or applications or reimbursement agreements related thereto) and not remedy such failure within 30 days after notice thereof from the Lender;
(bc) Any if any representation or warranty made, made by a Borrower in this Agreement or financial statement, certificate in any other Loan Document or information contained in any other document provided, by Borrower under any Loan Document or instrument delivered pursuant to or in connection with this Agreement shall prove to have been false or misleading in any material respect upon the date when, or when made or deemed made herein.deemed, made;
(cd) if a Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding a Subsidiary thereof shall be filed against Borrowerinvolved in financial difficulties as evidenced:
(i) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect, or by its authorizing, by appropriate proceedings of its board of directors or other governing body, the commencement of such a custodianvoluntary case;
(ii) by the entry of an order for relief against it in any involuntary case commenced under said Title 11 which remains undischarged or unstayed for more than thirty (30) days;
(iii) by its seeking relief as a debtor under any applicable law, receiverother than said Title 11, trustee, assignee for of any juris- diction relating to the benefit liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or other similar officialby its consenting to or acquiescing in such relief;
(iv) by entry of an order by a court of competent jurisdiction (A) finding it to be bankrupt or insolvent or (B) ordering or approving its liquidation, shall be appointed to take possession, custody reorganization or control any modification or alteration of the properties rights of Borrowerits creditors which remains undischarged or unstayed for more than thirty (30) days;
(v) by the entry of an order by a court of competent jurisdiction levying or executing upon, assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property;
(vi) by its making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property;
(e) if there shall remain in force, undischarged, unsatisfied, unstayed and such involuntary Insolvency Proceedingunbonded, petition or appointment is acquiesced to by for more than thirty (30) days, any final judgment against a Borrower or a Subsidiary from which no further appeal may be taken and which, with any other outstanding final judgments, undischarged, unsatisfied, unstayed and unbonded, against one or more such Person(s) exceeds $100,000 in aggregate amount;
(f) if a Borrower is not dismissed within forty five dissolved;
(45g) days; If AAI or results any Subsidiary shall default (after giving effect to any applicable grace period) in the dissolution or termination due and punctual payment of the business principal of Borrower.
or interest on any Indebtedness exceeding in the aggregate $100,000 (d) Borrower other than the Obligations), or if any default shall have occurred and be in default beyond continuing after any applicable grace period of grace or cure under any mortgage, note or other agreement involving evidencing, securing or providing for the borrowing creation of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person such Indebtedness which results in the acceleration of payment such Indebtedness or which permits, or with the giving of notice would permit, any holder or holders of any such obligation in an amount in excess Indebtedness to accelerate the stated maturity thereof;
(h) Loss, theft, damage or destruction of any material portion of the Threshold Amount.property of a Borrower for which there is no insurance coverage;
(ei) Any governmental If there shall be an attachment of any deposits or regulatory authority shall take other property of AAI and/or any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, Subsidiary in the reasonable judgment possession of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer Lender or an attachment of any other disposition property of all or substantially all of the assets of Borrower, including without limitation to AAI and/or any trust or similar entity, Subsidiary which shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall not be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for discharged within thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning date of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.such attachment;
(j) If a Borrower shall fail to perform is enjoined, restrained or observe in any covenant contained in Section 5.9 way prevented by court order from conducting all or any material part of this Agreement.its business affairs; or
(k) Borrower If there shall fail be a default or event of default in respect of the Bond Reimbursement Agreement or, as defined therein, any Related Document; THEN, the Lender may by notice in writing to perform or observe any covenant contained in the Borrowers terminate its commitments under this Agreement and upon such termination shall have no further obligation to make Loans to the Borrowers, and may declare all amounts owing with respect to this Agreement and the Notes to be, and they shall thereupon forthwith mature and become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers. No remedy herein conferred upon the Lender or the holder of any of the Notes is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, in the other Loan Documents or now or hereafter existing at law or in equity or by statute or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable provision of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerlaw.
Appears in 1 contract
Samples: Credit Agreement (Asahi America Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events shall occur and be continuing (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any default in the payment of interest on the Senior Notes and continuance of that default for 30 days;
(b) default in the payment of the principal of, or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges premium, if any, on, the Senior Notes when due under and payable, whether at their Maturity Date or by acceleration, call for redemption or otherwise;
(c) failure by the Issuer for 90 days after notice by the Noteholders to perform any Loan Document of the other covenants or agreements in the Senior Notes and such failure continues for five the Issuing and Paying Agency Agreement;
(5d) Business Days or more after the same first becomes due; or an Event event of Default default, as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty madebond, or financial statementnote, certificate debenture or other document provided, by Borrower evidence of indebtedness for borrowed money of the Issuer or under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrowermortgage, or a custodianindenture, receiver, trustee, assignee for the benefit of creditors, trust agreement or other similar officialinstrument securing, shall be appointed to take possession, custody evidencing or control providing for any indebtedness for borrowed money of the properties Issuer as a result of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination which indebtedness for borrowed money of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount Issuer in excess of $25 million in aggregate principal amount shall be or become accelerated so as to be due and payable prior to the Threshold Amount.date on which the same would otherwise become due and payable and such acceleration shall not have been annulled or rescinded within 30 days of the notice of such acceleration to the Issuer;
(e) Any governmental the Issuer shall consent to the appointment of a receiver, liquidator, trustee or regulatory authority shall take other similar official in any judicial bankruptcy, liquidation, insolvency or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.similar proceeding; or
(f) Any sale, transfer a court or other disposition governmental agency or body having jurisdiction shall enter a decree or order for the appointment of all a receiver, liquidator, trustee or substantially all other similar official in any bankruptcy, receivership, liquidation, insolvency or similar proceeding with respect to the Issuer and such decree or order shall have remained in force for 30 days. In each such case, unless the principal of the assets Senior Notes already shall have become due and payable, the holders of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in 100% of the aggregate in excess principal amount of the Threshold Amount Senior Notes, by notice in writing to the Issuer, may declare the principal amount of the Senior Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be entered against Borrower which is not fully covered by insurance immediately due and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereofpayable.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Note Subscription Agreement (Customers Bancorp, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other written document provided, by Borrower or any Guarantor under any Loan Document Document, taken together with all such representations, warranties, statements, certificates and documents, shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect; it being acknowledged and agreed by Lender that a CMC CRL, in and of itself, will not trigger an Event of Default under this Section 7.1(c).
(i) Borrower or any Guarantor shall fail to pay its debts generally as they become due due; or (ii) Borrower or any Guarantor shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against BorrowerBorrower or any Guarantor, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of BorrowerBorrower or any Guarantor, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or such Guarantor or is not dismissed within forty forty-five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower or any Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or any Guarantor pursuant to the provisions of Borrower’s or such Guarantor’s charter documents); or (iv) Borrower or any Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower or any Guarantor shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(ef) Any governmental or regulatory authority shall take any final and non-appealable judicial or administrative action, or any defined benefit pension plan maintained by Borrower or any Guarantor shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of BorrowerBorrower or any Guarantor, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount (not covered by independent third party insurance as to which liability has been accepted by such insurance carrier) shall be entered against Borrower which is not fully covered by insurance and or any Guarantor which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower or any Guarantor shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower or any Guarantor shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 ten (10) days after the sooner to occur of Borrower’s or such Guarantor’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of BorrowerBorrower or such Guarantor (the “Notice Date”); provided, however that if such breach is not capable of being cured within such 3010-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 thirty (30) days from the initial breachNotice Date; provided, further, that such additional 6030-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 one hundred eighty (180) days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Delcath Systems, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower Debtor shall fail to pay any principal of interest on this Promissory Note or interest or Terminal Payment any other sum due under this Agreement Promissory Note, any Transaction Document, or any Note when due; or shall fail to pay any fees other note or other charges when agreement between Debtor and RACC whether the same becomes due under any Loan Document and such failure continues shall continue for five ten (510) Business Days or more after days beyond the same first becomes due; or an Event due date of Default as defined in any other Loan Document shall have occurred.such payment;
(b) Any Debtor shall fail to perform any term, covenant or agreement contained in any of the Transaction Documents and such failure shall continue for thirty (30) days after written notice;
(c) any representation or warranty made, of Debtor in any of the Transaction Documents or financial statement, in any certificate or other document provided, by Borrower under any Loan Document notice given in connection therewith shall prove to have been false or misleading in any material respect when at the time made or deemed made herein.to have been made;
(cd) Borrower Debtor shall be in default under any agreement or agreements evidencing (i) any other debt and similar monetary obligations (including, without limitation, capitalized leases, synthetic leases or securitization transactions) (collectively, “Indebtedness”) owing to RACC or any of its affiliates, or (ii) any other Indebtedness in excess of $100,000.00 in aggregate principal amount, or shall fail to pay its debts generally as they become any such Indebtedness when due or within any applicable period of grace;
(e) any of the Transaction Documents shall commence any Insolvency Proceeding with respect cease to itself; be in full force and effect;
(f) Debtor (i) shall make an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors; (ii) shall be adjudicated bankrupt or insolvent; (iii) shall seek the appointment of, or other be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar officiallaw and, shall be appointed to take possessionin the case of an involuntary case or proceeding, custody such ease or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or proceeding is not dismissed within forty forty-five (45) days; days following the commencement thereof, or results in the dissolution or termination of the business of Borrower.
(dv) Borrower shall be in default beyond any applicable period the subject of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation an order for relief in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted involuntary case under Sections 6.4 or 6.5.federal bankruptcy law;
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount Debtor shall be entered against Borrower which is not fully covered by insurance and which unable to pay its debts as they mature;
(h) there shall remain unsatisfied, unvacated or unstayed pending appeal undischarged for more than thirty (30) days any final judgment or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of execution action against Debtor that, together with other outstanding claims and execution actions against Debtor, respectively, exceeds $100,000.00 in the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.aggregate;
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from extent not covered by insurance, any of the initial breachAircraft shall have been lost, stolen or confiscated or shall have incurred substantial damage or have been destroyed to such an extent that the repair thereof is impracticable (as determined solely by RACC); provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.or
Appears in 1 contract
Samples: Group a Engine Overhaul Note (Great Lakes Aviation LTD)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events shall occur and be continuing (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement Issuer or any Note when due; major subsidiary depository institution (as defined for purposes of the Capital Adequacy Regulations, a “Major Subsidiary Depository Institution”) of Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency, liquidation, reorganization or other similar law now or hereafter in effect, or shall fail consent to pay any fees the appointment of a receiver, liquidator, trustee or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined similar official in any other Loan Document liquidation, insolvency or similar proceeding with respect to Issuer or all or substantially all of its property, or shall have occurred.make an assignment for the benefit of creditors; or
(b) Any representation a court or warranty madeother governmental agency or body having jurisdiction shall enter a decree or order for the appointment of a receiver, liquidator, trustee or other similar official in any liquidation, insolvency or similar proceeding with respect to Issuer or a Major Subsidiary Depository Institution of Issuer or all or substantially all of the property of Issuer or a Major Subsidiary Depository Institution of Issuer, or financial statementfor the winding up of the affairs or business of Issuer or a Major Subsidiary Depository Institution, certificate and such decree or other document provided, by Borrower under any Loan Document order shall prove to have been false or misleading remained in any material respect when made or deemed made herein.force for 60 days; or
(c) Borrower shall fail Issuer is notified that it is considered an institution in “troubled condition” within the meaning of 12 U.S.C. Section 1831i and the regulations promulgated thereunder; or
(d) Issuer (a) becomes insolvent or is unable to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; mature, (b) makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or other similar official, shall be appointed (c) admits in writing its inability to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) dayspay its debts as they mature; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.or
(e) Any governmental Issuer materially breaches any of the representations, warranties or regulatory authority shall take any judicial or administrative actioncovenants made by it in the Agreement and such breach continues for 30 days after written notice from the Noteholder to Issuer thereof; provided that if such breach cannot be reasonably cured within such 30 day period, or any defined benefit pension plan maintained by Borrower Issuer shall have any unfunded liabilitiesa reasonable additional period of time, any of whichnot to exceed an additional 60 days, to cure such breach, as long as it is doing so diligently and in the reasonable judgment of Agent, would result in a Material Adverse Effect.good faith; or
(f) Any sale, transfer Issuer fails to make any required payment of principal or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
interest hereunder when due and payable (g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any payment of interest, such failure to perform pay shall have continued for 30 calendar days); then, in the case of an Event of Default described in the foregoing clauses (a) or observe (b), unless the principal of this Note already shall have become due and payable, the Noteholder of this Note, by notice in writing to Issuer, may declare the principal amount of this Note to be due and payable immediately and, upon any covenant which has been such declaration the subject same shall become and shall be immediately due and payable. Issuer waives demand, presentment for payment, notice of a prior failure within the preceding 180 days or which is a willful nonpayment, notice of protest, and knowing breach by Borrowerall other notices.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following ------------------------------- events (each, an “Event "Events of Default”") shall terminate occur:
(i) If Borrower shall default in the payment of any obligation installment of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Paymentsother than principal prepayments required by Section 3 or Section 4 of this Note, and any Obligations and other amounts owing under any Loan Documents immediately or of interest on this Note for ten (10) calendar days after the same shall become due and payable without notice payable; or, with respect to principal prepayments required by Section 3 or Section 4 of defaultthis Note, presentment after the same shall become due and payable;
(ii) Except for any technical defaults under agreements or demand for payment, protest or notice of nonpayment or dishonor other borrowing arrangements with Roasters Corp. or any other notices obligation for money borrowed in the aggregate amount of $100,000 or demandsless, and (2) give Agent and Lenders the right to exercise Parent Company, Borrower or any subsidiary defaults in any payment of principal of or interest on any other right obligation for money borrowed (or remedy of any obligation under conditional sale or other title retention agreements or of any obligation secured by purchase money mortgage or of any obligation under notes payable or drafts accepted representing extensions of credit) beyond any period of grace provided by contract with respect thereto, or applicable law:the Borrower or any subsidiary defaults in the performance or observance of any other material agreement, term or condition contained in any agreement under which any such obligation is created, or if any other event of default thereunder or under any such agreement shall occur and be continuing and the effect of such event or default is to cause, or to permit the holder or holders of such obligation or a trustee on behalf of such holder or holders, to cause, such obligation to become due prior to any stated maturity;
(aiii) The Parent Company or Borrower shall fail to pay any principal commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy" as now or interest or Terminal Payment under this Agreement hereafter in effect, or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five successor thereto (5) Business Days or more after the same first becomes due"Bankruptcy Code"); or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation involuntary case is commenced against the Parent Company or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceedingthe petition is not controverted within ten (10) business days, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) calendar days, after commencement of the case; or results a custodian (as defined in the dissolution or termination of the business of Borrower.
(dBankruptcy Code) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative actionis appointed for, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilitiestakes charge of, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets property of the Parent Company or Borrower, including without limitation to or the Parent Company or Borrower commences any trust other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar entitylaw of any jurisdiction whether now or hereafter in effect relating to the Parent Company or Borrower, shall occur except as permitted under Sections 6.4 or 6.5.there is commenced against the Parent Company or Borrower any such proceeding which remains undismissed for a period of sixty (60) calendar days, or the Parent Company or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Parent Company or Borrower suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of sixty (60) calendar days; or the Parent Company or Borrower makes a general assignment for the benefit of creditors; or any corporate action is taken by the Parent Company or Borrower for the purpose of effecting any of the foregoing; or
(giv) Any judgment(s) singly Borrower or the Parent Company defaults in the aggregate in excess performance or observance of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance post-closing covenant concerning Santa Xxx reimbursement or the Parent Company's indemnification obligations under the Agreement and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders Plan of Parent Reorganization dated as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities July 7, 1995, by and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being curedamong Borrower, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Parent Company, Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.Paradise Acquisition Corporation;
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any If one or more of the following events (each, an herein called “Event Events of Default”) shall terminate occur for any obligation reason whatsoever (and whether such occurrence shall be voluntary or involuntary or be effected by operation of Lenders law or pursuant to make any additional Loan; and shalljudgment, at the option decree or order of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor court or any other notices order, rule or demands, and (2) give Agent and Lenders the right to exercise regulation of any other right administrative or remedy provided by contract or applicable law:governmental body):
(a) Borrower default in the payment of any interest upon the Note when such interest becomes due and payable; or
(b) default in the payment of principal of (or Prepayment Price, if any, on) the Note when and as the same shall fail to pay become due and payable, whether at maturity or at a date fixed for principal payment or prepayment (including, without limitation, a principal payment or prepayment as provided in Section 5.1 or Section 5.2), or by acceleration or otherwise; or
(c) default in the performance or observance of any principal other covenant, agreement or interest condition contained herein, or Terminal Payment under this Agreement in the Note or Deeds of Trust, or any other document or instrument relating to the Loan, and such non-monetary default shall not have been cured by either an irrevocable cash equity injection in an amount necessary to cure such non-monetary default or by other means acceptable to you on or before the expiration of forty-five (45) days from the date of occurrence thereof; provided, that notwithstanding anything to the contrary in this Agreement, the Note or the Collateral Documents, if such non-monetary default is not cured by the fifteenth (15) Business Day after the occurrence thereof, you may charge interest at the Default Rate; or
(d) any Borrower or any Subsidiary shall not pay when due, whether by acceleration or otherwise, any evidence of indebtedness of such Borrower or such Subsidiary (other than the Note), or any condition or default shall exist under any such evidence of indebtedness or under any agreement under which the same may have been issued permitting such evidence of indebtedness to become or be declared due prior to the stated maturity thereof; or
(e) any Borrower or any Subsidiary shall file a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or an answer consenting to, admitting the material allegations of or otherwise not controverting, or shall fail to pay timely controvert, a petition filed against such Borrower or such Subsidiary seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended; or any fees Borrower or any Subsidiary shall file such a petition or answer with respect to relief under the provisions of any other now existing or future bankruptcy, insolvency or other charges when due similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of Entities or an arrangement, composition, extension or adjustment with creditors; or
(f) a court of competent jurisdiction shall enter an order for relief which is not stayed within 60 days from the date of entry thereof against any Borrower or any Subsidiary under Title 11 of the United States Code, as now constituted or hereafter amended; or there shall be entered an order, judgment or decree by operation of law or by a court having jurisdiction in the premises which is not stayed within 60 days from the date of entry thereof adjudging any Loan Document and Borrower or any Subsidiary a bankrupt or insolvent, or ordering relief against any Borrower or any Subsidiary, or approving as properly filed a petition seeking relief against any Borrower or any Subsidiary, under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of Entities or Persons or an arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of any Borrower or any Subsidiary or of any substantial part of its property, or ordering the reorganization, winding-up or liquidation of its affairs; or any involuntary petition against any Borrower or any Subsidiary seeking any of the relief specified in this clause shall not be dismissed within 60 days of its filing; or
(g) any Borrower or any Subsidiary shall make a general assignment for the benefit of its creditors; or any Borrower or any Subsidiary shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of such failure continues for five (5) Business Days Borrower or more after the same first becomes such Subsidiary or of all or any substantial part of its property; or any Borrower or any Subsidiary shall have admitted to its insolvency or inability to pay, or shall have failed to pay, its debts generally as such debts become due; or an Event of Default any Borrower or any Subsidiary or its directors or majority members shall take any action to dissolve or liquidate such Borrower or such Subsidiary (other than as contemplated by Section 7.6(a)); or
(h) any Borrower or any Subsidiary shall (1) engage in any non-exempted “prohibited transaction,” as defined in Sections 406 and 408 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (2) incur any other Loan Document shall have occurred.“accumulated funding deficiency,” as defined in Section 302 of ERISA, in an amount in excess of $10,000, whether or not waived, or (3) terminate or permit the termination of an “employee pension benefit plan,” as defined in Section 3 of ERISA, in a manner which could result in the imposition of a Lien on any property of such Borrower or such Subsidiary pursuant to Section 4068 of ERISA securing an amount in excess of $10,000; or
(bi) Any any representation or warranty made, made by the Borrowers in Section 2 hereof or financial statement, in any Collateral Document or in any certificate or other document provided, by Borrower under any Loan Document instrument furnished in connection therewith shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.date made; or
(j) Borrower the dissolution of any of the Borrowers or any Subsidiary, whether by operation of law or otherwise (other than as may be permitted under Section 7.6(a) above, or a dissolution resulting from a transfer by will or intestate succession); then the entire outstanding principal amount of the Note, together with (1) all accrued but unpaid interest on the outstanding principal amount of the Note, (2) an amount equal to the Prepayment Price, computed as provided in Sections 5.1 and 5.2 (except that, for purposes of such computation, the Prepayment Date shall fail be deemed to perform be the date upon which the holder of the Note shall have declared the Note to be due and payable), and (3) accrued interest on all of the foregoing computed at the Overdue Interest Rate from and after the date of the Event of Default, shall immediately become due and payable without notice or observe demand to the Borrowers. The Borrowers shall be obligated to notify you, in accordance with Section 10.6, below, immediately upon the occurrence of any covenant contained in Section 5.9 event, act, or omission constituting an Event of this Agreement.
Default, other than an Event of Default pursuant to Sections 9.1(a) or (kb), above. The Borrowers hereby expressly acknowledge and agree (i) Borrower shall fail to perform or observe any covenant contained that the Prepayment Price provided for in this Agreement or is reasonable, (ii) that legal counsel of the Borrowers’ own choosing has advised the Borrowers with respect to such Prepayment Price, (iii) that any other Loan Document prepayment made at a time when it is otherwise restricted under the Note will result in material loss and damage to the holder of the Note, requiring such holder to secure reinvestments at additional costs which might not produce the same economic benefit to such holder as the economic benefits under the Note, (other than iv) that the foregoing Prepayment Price is a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach reasonable estimate of such covenant loss and damage, and (v) the Borrowers shall be estopped hereafter from claiming differently as to any of the foregoing. The foregoing Prepayment Price is not cured within 30 days after intended to be a penalty, but instead shall serve as liquidated damages to provide you with the sooner to occur benefit of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borroweryour bargain.
Appears in 1 contract
Samples: Loan Agreement (Green Plains Renewable Energy, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, demands and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document and Document; provided that with respect to the first such failure continues for failure, the Borrower shall have a period of five (5) Business Days or more after days from the same date such payment first becomes due; or became due in which to cure such Default before it shall be an Event of Default hereunder.
(b) An Event of Default as defined in any other Loan Document shall have occurred.
(bc) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (ii)! the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(ef) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is which, if not fully covered by insurance and which insurance, remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Sections 5.11 through 5.16 or Article 6 of this Agreement, and, with respect to the covenants contained in Section 5.15, if capable of being cured, the breach of such covenant is not cured within 5 days after the date on which such breach occurred.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
Article 5 (kother than Sections 5.11 through 5.16) Borrower shall fail to perform or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Bridge Loan and Security Agreement (Tauriga Sciences, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall at Lender’s option, terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or principal, interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in reasonably be expected to have a Material Adverse Effect.
(f) Any Unless otherwise permitted in this Agreement, any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount that is not covered by insurance, shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not (i) stockholders of Parent the Borrower as of the Closing Date or (ii) independent venture capital financial investors, acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding shares of voting power stock of ParentBorrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Agent, at the direction of the Required Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall (i) fail to pay when due any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall (ii) fail to pay any fees or other charges when due under any Loan Document (other than any Warrant), and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower a Loan Party under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect.
(i) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of propertyproperty on credit, the advance of credit or any other similar monetary liability of any kind to Lenders or to any Person which results in that permits such Person to accelerate the acceleration of payment of such obligation obligations, whether or not exercised, in an amount in excess of the Threshold Amount.
(ef) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentRequired Lenders, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any Except as otherwise permitted pursuant to Sections 6.4 or 6.5, any sale, transfer or other disposition of all or substantially all any material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount (not covered by independent third party insurance as to which liability has not been rejected by such insurance carrier) shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty twenty (3020) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 77 and other than any covenant under the Warrants) and, if capable of being cured, the breach of such covenant is not cured within 30 10 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of BorrowerBorrower (the “Notice Date”); provided, however that if such breach is not capable of being cured within such 3010-day period and Borrower timely notifies Agent Lenders of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 30 days from the initial breachNotice Date; provided, further, that such additional 6030-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
(k) If all or any portion of a Guarantor’s Obligations under Article 11 of this Agreement cease for any reason to be in full force and effect, or any guarantor fails to perform any obligation hereunder, or any guarantor revokes or purports to revoke its Obligations under Article 11, or any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth by a Guarantor herein or in any certificate delivered to Lenders or Agent in connection herewith, or if any of the circumstances described in Sections 7.1(b) through 7.1(j) occur with respect to a Guarantor.
(l) Any Loan Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the obligations of a Guarantor hereunder, or a Guarantor shall fail to comply with the terms of provisions of Article 11 hereof, or a Guarantor shall deny that it has any further liability hereunder, or shall give notice to such effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Rani Therapeutics Holdings, Inc.)
Events of Default; Acceleration. Upon Any or all unpaid principal and interest shall at the occurrence option of Secured Party and during notwithstanding any time or credit allowed by any instrument evidencing a liability, including but not limited to invoices of Secured Party for goods, become immediately due and payable without notice or demand upon the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice events of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement The dissolution of Debtor or any Note when duevote in favor thereof by the board of directors and shareholders of Debtor; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.or
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; Debtor makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or other files with a court of competent jurisdiction an application for appointment of a receiver or similar officialofficial with respect to it or any substantial part of its assets, shall be appointed to take possession, custody or control Debtor files a petition seeking relief under any provision of the properties of BorrowerFederal Bankruptcy Code or any other federal or state statute now or hereafter in effect affording relief to debtors, and or any such involuntary Insolvency Proceedingapplication or petition is filed against Debtor, which application or petition or appointment is acquiesced to by Borrower or is not dismissed or withdrawn within forty five sixty (4560) daysdays from the date of its filing; or
(c) Debtor fails to pay the principal amount, or results in interest on, or any other amount payable under, its Note to Secured Party this Note of even date herewith as and when the dissolution or termination of the business of Borrower.same becomes due and payable; or
(d) Borrower shall be Debtor admits in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind writing its inability to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.pay its debts as they mature; or
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of Debtor sells all or substantially all of the its assets or merges or is consolidated with or into another corporation except a merger with or into a publicly traded corporation; or
(f) A proceeding is commenced to foreclose a security interest or lien in any property or assets of Borrower, including without limitation to Debtor as a result of a default in the payment or performance of any trust debt ($15,000) of Debtor or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.of any subsidiary of Debtor; or
(g) Any judgment(s) singly or in A final judgment for the aggregate payment of money in excess of the Threshold Amount shall be of$ 15,000 is entered against Borrower which Debtor by a court of competent jurisdiction, and such judgment is not fully covered by insurance and which remain unsatisfieddischarged (nor the discharge thereof duly provided for) in accordance with its terms, unvacated or unstayed pending appeal for nor a stay of execution thereof procured, within thirty (30) or more days after entry thereof.the date such judgment is entered, and, within such period (or such longer period during which execution of such judgment is effectively stayed), an appeal therefrom has not been prosecuted and the execution thereof caused to be stayed during such appeal; or
(h) Any Person An attachment or two garnishment is levied against the assets or more Persons who are properties of Debtor or any subsidiary of Debtor involving an amount in excess of$ 15,000 and such levy is not stockholders vacated, bonded or otherwise terminated within thirty (30) days after the date of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.its effectiveness; or
(i) Borrower shall fail Debtor defaults in the due observance or performance of any covenant, condition or agreement on the part of Debtor to perform be observed or observe any covenant contained in Article 6 performed pursuant to the terms of this Agreement.Note (other than the default specified in paragraph 6(c) above) and such default continues uncured for a period of thirty (30) days; or
(j) Borrower shall fail to perform Debtor defaults in the payment (regardless of amount) when due of the principal of, interest on, or observe any other liability on account of, any indebtedness of Debtor having a face or principal amount in excess of $15,000, or a default occurs in the performance or observance by Debtor of any covenant or condition (other than for the payment of money) contained in Section 5.9 any note or agreement evidencing or pertaining to any such indebtedness, which causes the maturity of this Agreement.such indebtedness to be accelerated or permits the holder or holders of such indebtedness to declare the same to be due prior to the stated maturity thereof; or
(k) Borrower shall fail to perform or observe Debtor does not proceed with a reverse takeover into a public shell by the Maturity Date for any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerreason whatsoever.
Appears in 1 contract
Samples: Intellectual Property Security Agreement (Hunapu Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of If any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events (each, an hereinafter defined and designated as “Event Events of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower shall fail failure to pay make any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges payment as and when due under the terms of the Debentures, or payment of any Loan Document other sum due under this Mortgage when due and payable and such failure continues for five ten (510) Business Days or more days after the same first becomes duewritten notice thereof to Mortgagor; or an Event of Default as defined in any other Loan Document shall have occurred.or
(b) Any any warranty or representation or warranty mademade by Mortgagor in the Debentures, this Mortgage, or financial statementin any statement or certificate furnished pursuant to any of the foregoing, certificate shall be false, materially misleading or other document inaccurate and such continues for a period of thirty (30) days after written notice thereof to Mortgagor provided, by Borrower under however, if any Loan Document shall prove such default is of a nature that cannot be remedied or cured within the thirty (30) day period, Mortgagor may have such additional time as is reasonably necessary to have been false remedy or misleading in any material respect when made cure the default if Mortgagor commences to remedy or deemed made herein.cure such default within the thirty (30) day period and thereafter continues with due diligence to remedy or cure the same; or
(c) Borrower shall fail to pay its debts generally as they become failure in the due observance or shall commence performance of any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrowerother covenant, condition, or a custodian, receiver, trustee, assignee for agreement on the benefit part of creditors, Mortgagor to be observed or other similar official, shall be appointed performed pursuant to take possession, custody or control the provisions of the properties of Borrower, Debentures or this Mortgage and such involuntary Insolvency Proceedingfailure continues for a period of thirty (30) days after written notice thereof to Mortgagor; provided, petition however, if any such default is of a nature that cannot be remedied or appointment cured within the thirty (30) day period, Mortgagor may have such additional time as is acquiesced reasonably necessary to by Borrower remedy or is not dismissed cure the default if Mortgagor commences to remedy or cure such default within forty five the thirty (4530) daysday period and thereafter continues with due diligence to remedy or cure the same; or results in the dissolution or termination of the business of Borrower.or
(d) Borrower any judgment shall be recovered against Mortgagor or any attachment or other court process shall issue, which shall become or create a lien upon the Collateral or any part thereof and such judgment, attachment or other court process shall not be discharged or effectually secured or execution thereon stayed within sixty (60) days from the entry thereof; then and in default beyond any applicable period such case, Mortgagee may declare the then outstanding principal of grace or cure under any other agreement involving the borrowing of moneyDebentures to be forthwith due and payable, and upon such declaration, the purchase principal, together with interest accrued thereon, shall become due and payable forthwith at the place of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results payment specified in the acceleration of payment of such obligation Debentures, anything in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly this Mortgage or in the aggregate in excess Debentures to the contrary notwithstanding. In addition, Mortgagee may proceed to protect and enforce its rights under the Debentures and the Mortgage by foreclosure proceedings as against all or any part of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereofCollateral.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Mortgage, Security Agreement, Fixture Filing and Financing Statement (Santa Fe Gold CORP)
Events of Default; Acceleration. Each of the following occurrences shall constitute an event of default hereunder (herein called an "Event of Default"):
(a) The Borrower shall fail to make due and punctual payment of any installment of interest or principal (or both) or any other payment becoming due under the Note.
(b) The Borrower shall fail to make due and punctual payment of any other amounts (not described in the foregoing paragraph 18(a) or paragraph 18(e) below) required to be paid under this Deed of Trust or any of the other Loan Documents (excluding the Note, to which paragraph 18(a) applies) within ten (10) days after the date upon which such amount becomes due.
(c) The Borrower shall default in the performance of or breach its agreement contained in paragraph 16 hereof.
(d) The Borrower shall fail to duly and punctually pay when and as due any payment for taxes and assessments required by paragraph 2 to be paid (subject to paragraph 9 hereof relating to contests) or shall fail to provide the insurance coverage required by paragraph 10(a).
(e) The Borrower shall fail duly to perform or observe any of the covenants or agreements contained in the Loan Documents (other than a covenant or agreement which is specifically dealt with elsewhere in this paragraph 18) and such failure shall not be cured within thirty (30) days after written notice to Borrower (or longer if reasonably necessary and Borrower is proceeding diligently to cure such failure).
(f) The Borrower shall make an assignment for the benefit of its creditors, or the Borrower shall generally not be paying its debts as they become due, or a petition shall be filed by or against the Borrower under the United States Bankruptcy Code, or the Borrower shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of its properties or of the Mortgaged Property or any part thereof or shall not, within thirty (30) days after the appointment (without its consent or acquiescence) of a trustee, receiver or liquidator of any material part of its properties or of the Mortgaged Property, have such appointment vacated.
(g) A judgment, writ or warrant of attachment or execution, or similar process shall be entered and become a lien on, issued or levied against, the Mortgaged Property or any part thereof and shall not be released, vacated or fully bonded within thirty (30) days after its entry, issue or levy.
(h) Except as provided in this subparagraph, the Mortgaged Property, or any part thereof, without the prior written consent of Lender, shall be sold, conveyed, transferred, encumbered or full possessory rights therein transferred, or the controlling interest in the
(i) Any representation or warranty made by Borrower or any shareholder of Borrower to Lender in connection with the loan secured hereby proves to be untrue in any material respect. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, Lender may, at its option, declare the option principal of Majority Lenders (1) make and the accrued interest on the Note, and all sums of Basic Interest advanced hereunder, with interest thereon, to be forthwith due and principal, all Terminal Paymentspayable, and any Obligations thereupon the Note and all other amounts owing under any Loan Documents Indebtedness secured hereby, including both principal and all unpaid interest accrued thereon, including all applicable late payment charges and prepayment premium, and including all sums advanced hereunder and interest thereon, shall be and become immediately due and payable without notice of defaultpresentment, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control kind. Time is of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borroweressence hereof.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Deed of Trust, Mortgage and Security Agreement (Craftmade International Inc)
Events of Default; Acceleration. Upon If any of the occurrence and during the continuation of any Defaultfollowing events occurs, the obligation of each Lender to make any additional Loan Credit Facilities shall terminate and all borrowings and other obligations under them shall be suspended. due immediately, without notice, at the Bank's option whether or not the Bank has made demand.
A. The occurrence Borrower or any guarantor of any of the following Credit Facilities, the Notes, the Leases or any other Liabilities (each, an “Event of Default”a "Guarantor") shall terminate fails to pay when due any obligation of Lenders to make any additional Loan; and shallamount payable under the Credit Facilities, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately other Liabilities, or under any agreement or instrument evidencing debt to any creditor;
B. The Borrower or any Guarantor (a) fails to observe or perform any other term of this agreement, the Notes, or the Leases; (b) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; (c) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (d) defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than borrowings under the Credit Facilities) such that the creditor declares the debt due and payable without notice before its maturity;
C. There is a default under the terms of defaultany loan agreement, presentment or demand for paymentmortgage, protest or notice of nonpayment or dishonor security agreement or any other notices document executed as part of the Credit Facilities or demands, and (2) give Agent and Lenders the right to exercise any other right Liabilities, or remedy provided by contract any guaranty of the obligations under the Credit Facilities or applicable law:any other Liabilities becomes unenforceable in whole or in part, or any Guarantor fails to promptly perform under its guaranty;
D. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Borrower or any affiliate of the Borrower;
E. The Borrower or any Guarantor becomes insolvent or unable to pay its debts as they become due;
F. The Borrower or any Guarantor (a) makes an assignment for the benefit of creditors; (b) consents to the appointment of a custodian, receiver or trustee for it or for a substantial part of its assets; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation or similar laws of any jurisdiction;
G. A custodian, receiver or trustee is appointed for the Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when dueGuarantor or for a substantial part of its assets without its consent and is not removed within 60 days after such appointment;
H. Proceedings are commenced against the Borrower or any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for 60 days after commencement; or shall fail the Borrower or Guarantor consents to pay the commencement of such proceedings;
I. Any judgment is entered against the Borrower or any fees Guarantor, or any attachment, levy or garnishment is issued against any property of the Borrower or any Guarantor;
J. The Borrower or any Guarantor dies;
K. The Borrower or any Guarantor, without the Bank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of business, (d) leases, purchases, or otherwise acquires a material part of the assets of any other charges when due under corporation or business entity, except in the ordinary course of business, or (e) agrees to do any Loan Document of the foregoing, (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower, so long as the Borrower is the survivor);
L. The loan-to-value ratio of any pledged securities at any time exceeds N/A%, and such failure excess continues for five (5) Business Days days after notice from the Bank to the Borrower;
M. There is a substantial change in the existing or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or prospective financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control condition of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) daysany Guarantor which the Bank in good faith determines to be materially adverse; or results or
N. The Bank in the dissolution or termination of the business of Borrowergood faith shall deem itself insecure.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, each an “"Event of Default”") shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower Debtor shall fail to pay any principal of interest on this Subordinated Note or interest or Terminal Payment any other sum due under this Agreement Subordinated Note, any Transaction Document, or any Note when due; or shall fail to pay any fees other note or other charges agreement between Debtor and RACC when the same becomes due under any Loan Document and such failure continues shall continue for five ten (510) Business Days or more after days beyond the same first becomes due; or an Event due date of Default as defined in any other Loan Document shall have occurred.such payment;
(b) Any Debtor shall fail to perform any term, covenant or agreement contained in any of the Transaction Documents and such failure shall continue for thirty (30) days after written notice;
(c) any representation or warranty made, of Debtor in any of the Transaction Documents or financial statement, in any certificate or other document provided, by Borrower under any Loan Document notice given in connection therewith shall prove to have been false or misleading in any material respect when at the time made or deemed made herein.to have been made;
(cd) Borrower Debtor shall be in default under any agreement or agreements evidencing (i) any other debt and similar monetary obligations (including, without limitation, capitalized leases, synthetic leases or securitization transactions) (collectively, "Indebtedness") owing to RACC or any of its affiliates or (ii) any other Indebtedness in excess of $100,000.00 in aggregate principal amount, or shall fail to pay its debts generally as they become any such Indebtedness when due or within any applicable period of grace;
(e) any of the Transaction Documents shall commence any Insolvency Proceeding with respect cease to itself; be in full force and effect;
(f) Debtor (i) shall make an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors; (ii) shall be adjudicated bankrupt or insolvent; (iii) shall seek the appointment of, or other be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar officiallaw and, shall be appointed to take possessionin the case of an involuntary case or proceeding, custody such case or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or proceeding is not dismissed within forty forty-five (45) days; days following the commencement thereof, or results (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law;
(g) Debtor shall be unable to pay its debts as they mature;
(h) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against Debtor that, together with other outstanding claims and execution actions against Debtor, respectively, exceeds $100,000.00 in the dissolution or termination of the business of Borrower.aggregate;
(di) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration prospect of payment of such obligation in an amount in excess of or performance by Debtor or realization on the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of whichCollateral, in the reasonable judgment opinion of AgentRACC, would result in a Material Adverse Effect.is or becomes significantly impaired;
(fj) Any saleany of the Aircraft shall have been lost, transfer stolen or other disposition confiscated or shall have incurred substantial damage or have been destroyed to such an extent that the repair thereof is impracticable (as determined solely by RACC); or
(k) Debtor (i) sells, transfers or disposes of all or substantially all of its respective stock, assets or property, (ii) becomes the assets of Borrowersubject of, including without limitation to or engages in, a leveraged buy-out, or (iii) terminates its existence by merger, reorganization or consolidation. THEN, or at any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.time thereafter:
(g1) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in In the case of any failure Event of Default under clauses (f) or (g), the entire unpaid principal amount of this Subordinated Note and all other amounts payable hereunder, shall automatically become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Debtor; and
(2) In the case of any Event of Default other than under clauses (f) or (g), RACC may, by written notice to perform Debtor, declare the unpaid principal amount of this Subordinated Note and all other amounts payable hereunder, to be forthwith due and payable, without presentment, demand, protest or observe further notice of any covenant kind, all of which has been are hereby expressly waived by Debtor. In addition to and without in any way limiting the subject foregoing, upon the occurrence of an Event of Default or at any time thereafter, RACC may employ all remedies allowed by law, including, without limitation, those available to a prior failure within secured party under the preceding 180 days Uniform Commercial Code. No remedy herein conferred upon RACC is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or which is a willful and knowing breach by Borrowerhereafter existing at law or in equity or otherwise.
Appears in 1 contract
Events of Default; Acceleration. Upon If any one or more of the occurrence ------------------------------- following events (herein called "Events of Default") shall occur: -----------------
(a) if an "Event of Default" under and during as defined in any of the continuation Credit Agreements shall have occurred; or
(b) if the Mortgagor shall default in the due and punctual performance or observance of any Defaultof its obligations under Section 1.4, 1.5, ----------- --- 1.7, 1.9, or 2.1; or --- --- ---
(c) if the Mortgagor shall fail to duly and punctually perform or comply with any provision of this Mortgage other than the provisions referred to in clause (a) or (b) of this Section 3.1 and such default shall --------- - ----------- continue unremedied for a period of 30 days after the date that notice of such nonperformance or noncompliance is delivered to the Mortgagor; or
(d) if the Mortgagor shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, sell, convey, transfer, assign, grant a security interest in or otherwise dispose of the Collateral or any portion thereof or estate or interest therein; or
(e) if subsequent to the date of this Mortgage the law of the State shall be changed by statutory enactment, judicial decision, regulation or otherwise, so as (i) to deduct from the value of land for the purpose of taxation (for state, county, municipal or other purpose) any lien or charge thereon, or (ii) to change the taxation of deeds of trust, mortgages or debts secured by land or the manner of collecting any such taxation, so as to affect this Mortgage, and thereafter, within 30 days following receipt of a written request from the Mortgagee, the obligation of each Lender Mortgagor shall have failed to make enter into a lawful and binding agreement with the Mortgagee, satisfactory in substance and form to the Mortgagee, obligating the Mortgagor to reimburse the Mortgagee for any additional Loan shall be suspended. The occurrence increase in taxation imposed on the Mortgagee by reason of any of the following (eachforegoing; then and in any such event the Mortgagee may at any time thereafter exercise any right or remedy granted to the Mortgagee under the Credit Agreements or the other Loan Documents or available to the Mortgagee at law or in equity including, an “Event of Default”) shall terminate any obligation of Lenders without limitation, declare, by written notice to make any additional Loan; and shallthe Mortgagor, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Secured Obligations and all other amounts owing under any Loan Documents immediately Obligations to be due and payable immediately or on a date specified in such notice, and on such date the same shall be and become due and payable, together with interest accrued thereon, without notice of defaultpresentment, presentment or demand for paymentdemand, protest or notice notice, all of nonpayment which the Mortgagor hereby waives. The Mortgagor will pay on demand all costs and expenses, including, without limitation, attorneys' fees and expenses, incurred by or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control on behalf of the properties of Borrower, and such involuntary Insolvency Proceeding, petition Mortgagee in enforcing this Mortgage or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement Secured Obligations or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) andDocument, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or occasioned by any Lender default hereunder or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerthereunder.
Appears in 1 contract
Samples: Mortgage (Aristotle Corp)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty mademade herein, or which is contained in any financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein; provided, that, with respect to the Intellectual Property Agreement, Borrower’s representations or warranties made therein shall prove false or misleading in any material respect, and, as to any breach that is capable of cure, Borrower fails to cure such breach within thirty (30) days of the sooner to occur of Borrower’s receipt of notice of such breach from Lender or the date on which such breach first becomes known to a senior officer of Borrower.
(ci) Borrower shall fail admit in writing its inability to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents) except as permitted under Section 6,4; or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative actionaction that has, or would reasonably be expected to have, the effect of suspending or terminating any defined benefit pension plan maintained by Borrower material portion of Borrower’s business; or any Pension Plan shall have any unfunded liabilities, any liabilities in excess of which, in the reasonable judgment of Agent, would result in a Material Adverse EffectThreshold Amount.
(f) Any Except as permitted pursuant to Section 6.5, any sale, transfer or other disposition of all or substantially all of the assets of Borrower, except for the creation of Permitted Liens, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is are not fully covered by insurance and which remain unsatisfied, unvacated or unstayed in pending appeal for thirty forty-five (3045) or more days Business Days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being being- cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events without a cure within 30 days after occurrence of the default or within such other time period provided herein (each, each an “"Event of Default”") shall terminate any obligation constitute an Event of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawDefault:
(a) Borrower shall fail to pay any The Company defaults in the payment of principal of or interest or Terminal Payment under this Agreement on the Convertible Notes or any Note when due; other fee or shall fail to pay any fees or other charges when expense due under the Transaction Documents when the same becomes due and payable, whether on demand, at maturity or at a date fixed for the payment of any Loan Document installment or prepayment thereof or otherwise, and such failure continues for five (5) Business Days default is not waived or more cured within 30 days after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurredsuch default occurs.
(b) Any representation The Company defaults in the performance of or warranty madecompliance with any covenant or provision of this Agreement, the Convertible Notes, or financial statementin any Transaction Document, certificate and any such default is not cured or other document provided, waived within 60 days after the Company has notice of the occurrence of such default.
(c) The representations or warranties made by Borrower under the Company in this Agreement and in any Loan Transaction Document shall prove to have been false or misleading incorrect in any material respect when made or deemed made hereinmade.
(cd) Borrower shall fail to pay The Company discontinues its debts generally as they become due business or shall commence any Insolvency Proceeding with respect to itself; makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental If, within 60 days after the commencement against the Company of a case under the federal bankruptcy laws, as now or regulatory authority shall take any judicial or administrative actionhereafter constituted, or any defined benefit pension plan maintained by Borrower other applicable federal or state bankruptcy, insolvency or other similar law (an "Insolvency Proceeding"), such case shall have been consented to or shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any unfunded liabilitiessuch order or proceeding shall thereafter be set aside, or if within 60 days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official ) of the Company or any substantial part of which, in the reasonable judgment property of Agent, would result in a Material Adverse Effectthe Company such appointment shall not have been vacated.
(f) Any sale, transfer A Change of Control or other disposition sale of all or substantially all a majority of the business or assets of Borrowerthe Company unless approved by the member of the Board of Directors nominated by the Majority Noteholders, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 approved by the Majority Noteholders or 6.5by the Agent.
(g) Any judgment(s) singly Attachment or in the aggregate judgment in excess of the Threshold Amount shall be entered against Borrower which $500,000 that is not fully covered by insurance and which remain unsatisfiedif not discharged, unvacated annulled or unstayed pending appeal for thirty (30) or more stayed within 30 days after entry thereofthereafter.
(h) Any Person or two or more Persons who are not stockholders The occurrence and continuance of Parent as an Event of Default under other Indebtedness of the Closing Date acting Company that results in concert shall have acquired beneficial ownership (within the meaning an acceleration of Rule 13d-3 such Indebtedness of the Securities and Exchange Commission) Company in excess of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent$500,000.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower Debtor shall fail to pay any principal of interest on this Promissory Note or interest or Terminal Payment any other sum due under this Agreement Promissory Note, any Transaction Document, or any Note when due; or shall fail to pay any fees other note or other charges agreement between Debtor and RACC when the same becomes due under any Loan Document and such failure continues shall continue for five ten (510) Business Days or more after days beyond the same first becomes due; or an Event due date of Default as defined in any other Loan Document shall have occurred.such payment;
(b) Any Debtor shall fail to perform any term, covenant or agreement contained in any of the Transaction Documents and such failure shall continue for thirty (30) days after written notice;
(c) any representation or warranty made, of Debtor in any of the Transaction Documents or financial statement, in any certificate or other document provided, by Borrower under any Loan Document notice given in connection therewith shall prove to have been false or misleading in any material respect when at the time made or deemed made herein.to have been made;
(cd) Borrower Debtor shall be in default under any agreement or agreements evidencing (i) any other debt and similar monetary obligations (including, without limitation, capitalized leases, synthetic leases or securitization transactions) (collectively, “Indebtedness”) owing to RACC or any of its affiliates, or (ii) any other Indebtedness in excess of $100,000.00 in aggregate principal amount, or shall fail to pay its debts generally as they become any such Indebtedness when due or within any applicable period of grace;
(e) any of the Transaction Documents shall commence any Insolvency Proceeding with respect cease to itself; be in full force and effect;
(f) Debtor (i) shall make an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors; (ii) shall be adjudicated bankrupt or insolvent; (iii) shall seek the appointment of, or other be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar officiallaw and, shall be appointed to take possessionin the case of an involuntary case or proceeding, custody such case or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or proceeding is not dismissed within forty forty-five (45) days; days following the commencement thereof, or results (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law;
(g) Debtor shall be unable to pay its debts as they mature;
(h) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against Debtor that, together with other outstanding claims and execution actions against Debtor, respectively, exceeds $100,000.00 in the dissolution or termination of the business of Borrower.aggregate;
(di) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration prospect of payment of such obligation in an amount in excess of or performance by Debtor or realization on the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of whichCollateral, in the reasonable judgment opinion of AgentRACC, would result in a Material Adverse Effect.is or becomes significantly impaired;
(fj) Any saleany of the Aircraft shall have been lost, transfer stolen or other disposition confiscated or shall have incurred substantial damage or have been destroyed to such an extent that the repair thereof is impracticable (as determined solely by RACC);
(k) Debtor (i) sells, transfers or disposes of all or substantially all of its respective stock, assets or property, (ii) becomes the assets subject of, or engages in, a leveraged buy-out, or (iii) terminates its existence by merger, reorganization or consolidation; or if, for any reason, including, without limitation, as a result of Borrowera stock issuance or other capital event, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or there is a change in the aggregate in excess control of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty forty percent (5040%) or more of Debtor’s voting capital stock issued and outstanding from time to time on a fully-diluted basis (and taking into account all voting capital stock than any persons have the outstanding voting power of Parent.right to acquire pursuant to any option or conversion rights); or
(il) Borrower an Event of Default as defined in the Restructuring Agreement shall fail to perform occur; THEN, or observe at any covenant contained in Article 6 of this Agreement.time thereafter:
(j1) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in In the case of any failure Event of Default under clauses (f) or (g), the entire unpaid principal amount of this Promissory Note and all other amounts payable hereunder, shall automatically become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Debtor; and
(2) In the case of any Event of Default other than under clauses (f) or (g), RACC may, by written notice to perform Debtor, declare the unpaid principal amount of this Promissory Note and all other amounts payable hereunder, to be forthwith due and payable, without presentment, demand, protest or observe further notice of any covenant kind, all of which has been are hereby expressly waived by Debtor. In addition to and without in any way limiting the subject foregoing, upon the occurrence of an Event of Default or at any time thereafter, RACC may employ all remedies allowed by law, including, without limitation, those available to a prior failure within secured party under the preceding 180 days Uniform Commercial Code. No remedy herein conferred upon RACC is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or which is a willful and knowing breach by Borrowerhereafter existing at law or in equity or otherwise.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any If one or more of the following events (eachherein called "Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, an “decree or order of any court or any order, rule or regulation of any administrative or governmental body):
A. default in the payment of any interest upon the Note when such interest becomes due and payable, and such default shall have continued for a period of ten (10) days; or
B. default in the payment of principal of (or prepayment premium, if any, on) the Note when and as the same shall become due and payable, whether at maturity or at a date fixed for principal payment or prepayment (including, without limitation, a principal payment or prepayment as provided in Section 6.1 or Section 6.2), or by acceleration or otherwise, and such default shall have continued for a period of ten (10) days; or
C. default in the performance or observance of any other covenant, agreement or condition contained herein, in the Note, the Mortgage, the Assignment, the Security Agreement or the Post-Closing Environmental Agreement, and such default shall have continued for a period of thirty (30) days after notice of such default from you, or any Event of Default”) Default under the Mortgage or Assignment or Default under the Security Agreement shall terminate occur; or
D. any obligation default shall exist after the expiration of Lenders to make any additional Loan; and shallapplicable cure, at the option of Majority Lenders (1) make all sums of Basic Interest and principalnotice, all Terminal Paymentsor grace periods, and any Obligations and other amounts owing under any Loan Documents immediately evidence of Indebtedness of the Company or a Subsidiary (other than the Note) or under any agreement under which the same may have been issued permitting such evidence of Indebtedness to become or be declared due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor prior to the stated maturity thereof; or
E. the Company or any other notices Subsidiary shall file a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or demandshereafter amended, and (2) give Agent and Lenders or an answer consenting to, admitting the right to exercise any other right material allegations of or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; otherwise not controverting, or shall fail to pay timely controvert, a petition filed against the Company or such Subsidiary seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended; or the Company or any fees Subsidiary shall file such a petition or answer with respect to relief under the provisions of any other now existing or future bankruptcy, insolvency or other charges when due similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors; or
F. a court of competent jurisdiction shall enter an order for relief which is not stayed within 60 days from the date of entry thereof against the Company or any Subsidiary under Title 11 of the United States Code, as now constituted or hereafter amended; or there shall be entered an order, judgment or decree by operation of law or by a court having jurisdiction in the premises which is not stayed within 60 days from the date of entry thereof adjudging the Company or any Loan Document and Subsidiary a bankrupt or insolvent, or ordering relief against the Company or any Subsidiary, or approving as properly filed a petition seeking relief against the Company or any Subsidiary, under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of the Company or any Subsidiary or of any substantial part of its property, or ordering the reorganization, winding-up or liquidation of its affairs; or any involuntary petition against the Company or any Subsidiary seeking any of the relief specified in this clause shall not be dismissed within 60 days of its filing; or
G. the Company or any Subsidiary shall make a general assignment for the benefit of its creditors; or the Company or any Subsidiary shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of the Company or such failure continues for five (5) Business Days Subsidiary or more after of all or any substantial part of its property; or the same first becomes Company or any Subsidiary shall have admitted to its insolvency or inability to pay, or shall have failed to pay, its debts generally as such debts become due; or an Event the Company or any Subsidiary or its directors or majority members shall take any action to dissolve or liquidate the Company or such Subsidiary (other than as contemplated by Section 8.5.A); or
H. the rendering against the Company or a Subsidiary of Default a final non-appealable judgment, decree or order for the payment of money in excess of $50,000 and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
I. the Company or any Subsidiary shall (1) engage in any non-exempted "prohibited transaction," as defined in Sections 406 and 408 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (2) incur any other Loan Document shall have occurred."accumulated funding deficiency," as defined in Section 302 of ERISA, in an amount in excess of $50,000, whether or not waived, or (3) terminate or permit the termination of an "employee pension benefit plan," as defined in Section 3 of ERISA, in a manner which could result in the imposition of a Lien on any property of the Company or such Subsidiary pursuant to Section 4068 of ERISA securing an amount in excess of $50,000; or
(b) Any J. any representation or warranty made, made by the Company in Section 2 hereof or financial statement, in any Collateral Document or in any certificate or other document provided, by Borrower under any Loan Document instrument furnished in connection therewith shall prove to have been false or misleading in any material respect when made as of the date made; or
K. the dissolution of the Company, whether by operation of law or otherwise (other than as permitted under Section 8.5.A above); then an amount equal to the Prepayment Price, computed as provided in Section 6.2 (except that, for purposes of such computation, the Prepayment Date shall be deemed made herein.
(c) Borrower to be the date upon which the holder of the Note shall fail have declared the Note to pay its debts generally as they be due and payable), shall immediately become due and payable without notice or demand, together with accrued interest thereon at the Overdue Interest Rate, provided, however, that upon the occurrence of an Event of Default described in clauses (E), (F) or (G) of this Section 10.1, the entire outstanding principal amount of the Note, together with accrued interest thereon at the Overdue Interest Rate, shall commence any Insolvency Proceeding immediately become due and payable without notice or demand. The Company hereby expressly acknowledges and agrees (i) that the prepayment premiums provided for herein are reasonable, (ii) that legal counsel of the Company's own choosing has advised the Company with respect to itself; an involuntary Insolvency Proceeding such prepayment premiums, (iii) that any prepayment made at a time when it is otherwise restricted under the Note will result in material loss and damage to the holder of the Note, requiring such holder to secure reinvestments at additional costs which might not produce the same economic benefit to such holder as the economic benefits under the Note, (iv) that the prepayment premiums provided for herein are a reasonable estimate of such loss and damage, and (v) the Company shall be filed against Borrowerestopped hereafter from claiming differently as to any of the foregoing. The prepayment premiums are not intended to be a penalty, or a custodian, receiver, trustee, assignee for but instead shall serve as liquidated damages to provide you with the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borroweryour bargain.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan Agreement (Cagles Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following events without a permitted cure within the time period provided herein (each, each an “"Event of Default”") shall terminate any obligation constitute an Event of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawDefault:
(a) Borrower The Company shall fail to pay any default in the payment of principal of or interest or Terminal Payment under this Agreement on the Note or any Note other fee due hereunder when due; the same becomes due and payable, whether on demand, at maturity or shall fail at a date fixed for the payment of any installment or prepayment thereof or otherwise and, with respect to pay any fees or other charges when due under any Loan Document and payment of interest, such failure continues for default is not cured within five (5) Business Days or more days after notice of such default is given to the same first becomes due; or an Event Company. Notwithstanding the foregoing, the Company shall twice each year be allowed ten (10) days to cure any such default in lieu of Default as defined in any other Loan Document shall have occurredthe five (5) day cure period after notice of such default is given to the Company.
(b) The Company shall default in the performance of or compliance with any covenant or agreement contained in the Investment Documents, and such default shall continue for more than fifteen (15) days after notice of such default is given to the Company reduced, however, for any period of grace allowed under any such Investment Document or, in the case of a default under Sections 0, 0 and 0 thirty (30) days after notice of such default is given to the Company. Notwithstanding the foregoing, the Company shall have the right to cure a default under any or all of Section 7.2, 7.3, and 7.4 a total of two (2) times while the Note is unpaid (i) by causing the Principal Stockholders to invest in the Common Stock of the Company at the then market value of the Common Stock, or (ii) by invoking a grace period until the status of the Company under such Section is determined at the end of the subsequent quarter, and if there is no default under such Section at the end of the subsequent quarter, the default shall be deemed to have not occurred. Any ratio determined after a period of grace shall be determined based on the previous six-month or twelve-month period, as applicable.
(c) A default occurs under any document evidencing the Senior Indebtedness;
(d) Any material representation or warranty made, made by the Company herein or financial statement, certificate or other document provided, by Borrower under any Loan Document pursuant hereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made herein.made;
(ce) Borrower The Company shall fail to pay discontinue its debts generally as they become due business or shall commence any Insolvency Proceeding with respect to itself; make an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or shall fail generally to pay its debts as such debts become due, or shall apply for or consent to the appointment of or taking possession by a trustee, receiver or liquidator (or other similar official, shall be appointed to take possession, custody or control ) of the properties of Borrower, and such involuntary Insolvency Proceeding, petition Company or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination any substantial part of the business property of Borrower.
(d) Borrower the Company, or shall be in default beyond any applicable period of grace commence a case or cure have an order for relief entered against it under any other agreement involving the borrowing of moneyfederal bankruptcy laws, the purchase of propertyas now or hereafter constituted, the advance of credit or any other monetary liability of any kind to Lenders applicable federal or to any Person which results in state bankruptcy, insolvency or other similar law, or if the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority Company shall take any judicial action to dissolve or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in liquidate the reasonable judgment of Agent, would result in a Material Adverse Effect.Company;
(f) Any saleIf, transfer within sixty (60) days after the commencement against the Company of a case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other disposition of similar law, such case shall have been consented to or shall not have been dismissed or all orders or substantially all proceedings thereunder affecting the operations or the business of the assets Company stayed, or if the stay of Borrowerany such order or proceeding shall thereafter be set aside, including without limitation to or if within sixty (60) days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official) of the Company or any trust or similar entitysubstantial part of the property of the Company, such appointment shall occur except as permitted under Sections 6.4 or 6.5.not have been vacated;
(g) Any judgment(sAn uninsured final judgment which, with other outstanding uninsured final judgments against the Company, exceeds the greater of (i) singly or in the aggregate in excess five percent (5%) of the Threshold Amount Company's annual revenue for the preceding twelve month period or (ii) $250,000 shall be entered rendered against Borrower which is not fully covered by insurance the Company unless such judgment has been appealed and which remain unsatisfied, unvacated or unstayed an execution thereof stayed pending appeal for thirty or unless, within sixty (3060) or more days after entry the expiration of any such stay, such judgment has been discharged, or if any such judgment shall not be discharged forthwith upon the commencement of proceedings to foreclose any lien, attachment or charge which may attach as security therefor and before any of the property or assets of the Company shall have been seized in satisfaction thereof.;
(h) Any Person or two or A change in ownership of more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty than sixty percent (5060%) or more of the outstanding voting power stock of Parent.the Company on a fully diluted basis in a single transaction or a series of unrelated transactions, excluding public transactions within a twelve (12) month period;
(i) Borrower Schaden shall fail cease to perform or observe any covenant contained be employed by the Company as Chief Executive Officer. Notwithstanding the foregoing, an Event of Default shall not occur upon Schaden's death so long as the Company maintains a Key Man Life Insurance Policy on Schaden payable to the Company in Article 6 the amount of this Agreement$1 million.
(j) Borrower shall fail After 90 days of the date hereof, the Company fails to perform or observe any covenant contained maintain insurance payable to the Company on Schaden in Section 5.9 the amount of this Agreement.$1,000,000;
(k) Borrower A material adverse change shall fail occur with respect to perform the assets, liabilities, operations or observe prospects of the Company;
(l) The Company shall use the proceeds of the Note for a purpose not permitted pursuant to Exhibit 0.
(m) Litigation is commenced against the Company which, materially restricts the ability of the Company to carry on its business;
(n) a merger or consolidation involving the Company (in a single transaction or a series of related or unrelated transactions) excluding one or more mergers or consolidations in which the Company or a wholly owned subsidiary of the Company is the survivor and following such merger or consolidation, the shareholders of the Company immediately prior to such event shall own a majority of the stock of the surviving corporation in which no more than 200 retail food outlets are acquired in the aggregate, for the purposes of operation of or conversion to the Quizno's store concept, as so long as such merger or consolidation does not violate any covenant contained in this of the terms of the Transaction Documents;
(o) a sale of all or a material part of the Company's assets unless the Note is retired upon such sale;
(p) the completion of a Qualified Public Offering unless the Note is retired upon such Qualified Public Offering;
(q) an Event of Default occurs under the Security Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerPledge Agreement.
Appears in 1 contract
Samples: Investment Agreement (Quiznos Corp)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “"Event of Default”") shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or principal, interest or Terminal Payment under this Agreement Agreement, or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in might have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert concert, excluding current investors, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding shares of voting power stock of ParentBorrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, and the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s 's receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable -------- ------- of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s 's notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day -------- ------- opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following events or conditions of default (each, an “Event of Default”), FHLBank may at its option and notwithstanding any other provision hereof, by a notice to the Institution, declare all Indebtedness, including but not limited to any accrued interest and any prepayment charges that are provided for upon payment of an Advance before the date(s) shall terminate scheduled for repayment, to be immediately due and payable, without presentment, demand, protest or any obligation further notice:
a. Failure of Lenders the Institution to make keep sufficient available balances on deposit with FHLBank to pay any additional Loan; interest, principal or other amount then due and shall, at the option of Majority Lenders owing to FHLBank one (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other Business Day after FHLBank gives notice to the Institution that its available balances on deposit with FHLBank are insufficient to pay amounts owing under any Loan Documents immediately then due and payable without notice owing; or
b. Continued failure of default, presentment the Institution to perform any promise or demand for payment, protest obligation or notice of nonpayment to satisfy any condition or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under liability contained in this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days after FHLBank gives notice to the Institution of such failure; or
c. Continued failure of the Institution to provide adequate Eligible Collateral as required by FHLBank for three (3) Business Days after FHLBank gives notice to the Institution of such failure unless the Institution shall reduce its Required Collateral Amount during such three (3) Business Day period such that the Institution has sufficient Eligible Collateral; or
d. Any suspension of payment by the Institution to any creditor of sums due or more after the same first becomes due; occurrence of any event that results (or an Event which with the giving of Default as defined notice or passage of time or both will result) in acceleration of the maturity of any indebtedness of the Institution to others under any security agreement, indenture, loan agreement or other Loan Document shall have occurred.
(b) Any representation or warranty madeundertaking, provided that such indebtedness is a material amount with respect to the Institution and is not subject to a good faith dispute, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail the Institution’s admission that it is unable to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itselfmature; an involuntary Insolvency Proceeding shall be filed against Borroweror
e. Appointment of a trustee, or a custodianconservator, receiver, trusteeliquidator, assignee custodian or similar official for the benefit of creditorsInstitution, or other similar official, shall be appointed to take possession, custody or control for substantially all of the properties Institution’s property, or the entry of Borrowera judgment, and decree or administrative decision adjudicating the Institution insolvent or bankrupt, or the commencement of proceedings seeking any of the foregoing if such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is proceedings have not been dismissed within forty five (45) 30 calendar days; or results in or
f. Sale by the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition Institution of all or substantially all of the Institution’s assets or the taking of Borrower, including without limitation any action by the Institution to any trust liquidate or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.dissolve; or
(g) Any judgment(s) singly or in the aggregate in excess g. Termination of the Threshold Amount shall Institution’s membership in FHLBank or the Institution’s ceasing to be entered against Borrower which a type of financial institution that is eligible under the Act to become a member of FHLBank; or
h. Merger, consolidation or other combination of the Institution with an entity that is not fully covered a member of FHLBank if the nonmember entity is the surviving entity in such transaction; or
i. FHLBank determines that any representation or warranty made or furnished by insurance and which remain unsatisfiedthe Institution, unvacated its employees or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail other representatives to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained FHLBank, in this Agreement or in any other Loan Document (manner, in connection with any Advance or other than Indebtedness or Collateral, is incorrect or misleading in any material respect; or
j. FHLBank reasonably and in good faith determines that a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply material adverse change has occurred in the case financial condition of any failure the Institution that materially impairs its ability to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerpay its debts as they mature.
Appears in 1 contract
Samples: Advance, Pledge and Security Agreement (Federal Home Loan Bank of Topeka)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower Debtor shall fail to pay any principal of interest on this Promissory Note or interest or Terminal Payment any other sum due under this Agreement Promissory Note, any Transaction Document, or any Note when due; or shall fail to pay any fees other note or other charges agreement between Debtor and RACC when the same becomes due under any Loan Document and such failure continues shall continue for five ten (510) Business Days or more after days beyond the same first becomes due; or an Event due date of Default as defined in any other Loan Document shall have occurred.such payment;
(b) Any Debtor shall fail to perform any term, covenant or agreement contained in any of the Transaction Documents and such failure shall continue for thirty (30) days after written notice;
(c) any representation or warranty made, of Debtor in any of the Transaction Documents or financial statement, in any certificate or other document provided, by Borrower under any Loan Document notice given in connection therewith shall prove to have been false or misleading in any material respect when at the time made or deemed made herein.to have been made;
(cd) Borrower Debtor shall be in default under any agreement or agreements evidencing
(e) any other debt and similar monetary obligations (including, without limitation, capitalized leases, synthetic leases or securitization transactions) (collectively, “Indebtedness”) owing to RACC or any of its affiliates, or (ii) any other Indebtedness in excess of $100,000.00 in aggregate principal amount, or shall fail to pay its debts generally as they become any such Indebtedness when due or within any applicable period of grace;
(f) Debtor (i) shall commence any Insolvency Proceeding with respect to itself; make an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors; (ii) shall be adjudicated bankrupt or insolvent; (iii) shall seek the appointment of, or other be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar officiallaw and, shall be appointed to take possessionin the case of an involuntary case or proceeding, custody such case or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or proceeding is not dismissed within forty forty-five (45) days; days following the commencement thereof, or results (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law;
(g) Debtor shall be unable to pay its debts as they mature;
(h) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against Debtor that, together with other outstanding claims and execution actions against Debtor, respectively, exceeds $100,000.00 in the dissolution or termination of the business of Borrower.aggregate;
(di) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration prospect of payment of such obligation in an amount in excess of or performance by Debtor or realization on the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of whichCollateral, in the reasonable judgment opinion of AgentRACC, would result in a Material Adverse Effect.is or becomes significantly impaired;
(fj) Any saleany of the Aircraft shall have been lost, transfer stolen or other disposition confiscated or shall have incurred substantial damage or have been destroyed to such an extent that the repair thereof is impracticable (as determined solely by RACC);
(k) Debtor (i) sells, transfers or disposes of all or substantially all of its respective stock, assets or property, (ii) becomes the assets subject of, or engages in, a leveraged buy-out, or (iii) terminates its existence by merger, reorganization or consolidation; or if, for any reason, including, without limitation, as a result of Borrowera stock issuance or other capital event, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or there is a change in the aggregate in excess control of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty forty percent (5040%) or more of Debtor’s voting capital stock issued and outstanding from time to time on a fully-diluted basis (and taking into account all voting capital stock than any persons have the outstanding voting power of Parent.right to acquire pursuant to any option or conversion rights); or
(il) Borrower an Event of Default as defined in the Restructuring Agreement shall fail to perform occur; THEN, or observe at any covenant contained in Article 6 of this Agreement.time thereafter:
(j1) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in In the case of any failure Event of Default under clauses (f) or (g), the entire unpaid principal amount of this Promissory Note and all other amounts payable hereunder, shall automatically become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Debtor; and
(2) In the case of any Event of Default other than under clauses (f) or (g), RACC may, by written notice to perform Debtor, declare the unpaid principal amount of this Promissory Note and all other amounts payable hereunder, to be forthwith due and payable, without presentment, demand, protest or observe further notice of any covenant kind, all of which has been are hereby expressly waived by Debtor. In addition to and without in any way limiting the subject foregoing, upon the occurrence of an Event of Default or at any time thereafter, RACC may employ all remedies allowed by law, including, without limitation, those available to a prior failure within secured party under the preceding 180 days Uniform Commercial Code. No remedy herein conferred upon RACC is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or which is a willful and knowing breach by Borrowerhereafter existing at law or in equity or otherwise.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; or (ii) an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in (iii) the dissolution or termination of the business or permanent cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which due to the failure to pay principal, interest, fees or other charges when due, and such failure results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, which would result in reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections occur, other than in accordance with Section 6.4 or Section 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in might have a Material Adverse Effect.
(f) Any Except as permitted under Section 6.5, any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
(j) The occurrence of any default or event of default (however defined) under any document evidencing or executed or delivered in connection with Borrower’s Indebtedness and obligations to EWB under the EWB Working Capital Facility; provided, however, that if EWB has not previously accelerated Borrower’s Indebtedness and obligations to EWB then a breach by Borrower of a covenant applicable to the EWB Working Capital Facility shall not be deemed to constitute an Event of Default under this Section 7.1(j).
(k) Xxxxx Xxxxxxxxx shall cease for any reason to serve as Borrower’s Chief Executive Officer, whether by reason of death, disability, resignation, action by Borrower’s Board of Directors or stockholders, or otherwise.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following conditions or events (each, an “Event "Events of Default”") shall terminate any obligation occur and be continuing (whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment law or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:otherwise):
(a) Borrower shall fail the Company fails to (i) make any payment or prepayment of principal of this Debenture when due, or (ii) pay any principal or interest or Terminal Payment under on this Agreement or any Note when due; or shall fail to pay any fees or other charges Debenture when due under any Loan Document and such failure continues to pay interest or such other amounts remains unremedied for five (5) ten Business Days or more after the same first becomes dueDays; or an Event of Default as defined in any other Loan Document shall have occurred.or
(b) Any any representation or warranty made, or financial statement, certificate or other document provided, made by Borrower under any Loan Document shall prove the Company in the Purchase Agreement proves to have been false or misleading incorrect, in any material respect when made or deemed made herein.made; or
(c) Borrower shall fail the Company fails to pay perform or observe any other term, covenant or agreement contained in this Debenture or the Purchase Agreement on its debts generally as they become due part to be performed or shall commence observed, and any Insolvency Proceeding with respect such failure remains unremedied for 30 days after notice thereof is given to itselfthe Company by the registered holder of this Debenture; an involuntary Insolvency Proceeding shall be filed against Borroweror
(d) the Company or PaineWebber Incorporated ("PWI"):
(i) voluntarily commences any proceeding or files any petition seeking relief under Title 11 of the United States Code or any other Federal or state bankruptcy, insolvency or similar law,
(ii) consents to the institution of, or fails to controvert in a custodiantimely and appropriate manner, any such proceeding or the filing of any such petition,
(iii) applies for or consents to the appointment of a receiver, trustee, assignee custodian, sequestrator or similar official for the Company or PWI or for a substantial part of the property of either of them, or
(iv) makes a general assignment for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.or
(e) Any governmental an involuntary proceeding is commenced or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result a voluntary petition is filed in a Material Adverse Effect.
(f) Any sale, transfer or other disposition court of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.competent jurisdiction seeking:
(i) Borrower shall fail to perform relief against the Company or observe any covenant contained in Article 6 PWI, or all or a substantial part of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 the property of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement either of them, under Title 11 of the United States Code or any other Loan Document federal or state bankruptcy, insolvency or similar law,
(other than ii) the appointment of a covenant which receiver, trustee, custodian, sequestrator or similar official for the Company or PWI or for a substantial part of the property of either of them, or
(iii) the winding-up or liquidation of the Company or PWI; and such proceeding or petition continues undismissed for 60 days or an order or decree approving or ordering any of the foregoing is dealt with specifically elsewhere in this Article 7) andentered; then, if capable at any time thereafter during the continuance of being curedany such event, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of registered holder hereof may, by written notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from Company, declare this Debenture to be due and payable, whereupon it shall forthwith mature and become due and payable, together with all interest accrued thereon, without presentment, demand, protest or further notice, all of which are hereby expressly waived by the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerCompany.
Appears in 1 contract
Samples: Convertible Debenture Agreement (Paine Webber Group Inc)
Events of Default; Acceleration. Upon The entire Indebtedness will, at the occurrence option of Lender, be immediately due and during payable upon the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event "Events of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law":
(a) Borrower shall a. Borrowers fail to pay any principal installment of the Indebtedness in respect of the Loan (Mount Xxxxxx) within ten (10) days after the same is due;
b. BAS fails to pay promptly when due any installment of the Indebtedness in respect of the Term Loan or interest the Loan (West Lafayette) within ten (10) days after the same is due;
c. Either Borrower makes any materially incorrect or Terminal Payment under misleading representation in any financial statements or other information delivered to Lender;
d. Any of the representations or warranties made in this Agreement or any Note when due; in the other Instruments are or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made respect;
e. Either Borrower fails to observe or deemed made herein.perform any obligation to be observed or performed by such party under this Agreement or the other Instruments and fails to cure such default after thirty (30) days written notice; provided that is such default cannot reasonably be cured within such thirty (30) day period and such Borrower will have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period will be extended for so long as it will require such Borrower in the exercise of due diligence to cure such default, but in any event no longer than sixty (60) days after such written notice;
(c) f. A judgment is entered against either Borrower shall fail or any injunction, attachment, or garnishment is issued against any assets of either Borrower and such injunction, attachment, or garnishment has a Material Adverse Effect upon such Borrower;
g. Either Borrower fails to pay its debts generally as they become when due or shall commence within any Insolvency Proceeding with respect applicable grace period any indebtedness under any existing or future agreement for borrowed money pursuant to itself; which such Borrower has incurred indebtedness;
h. Either Borrower makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors; consents to the appointment of a custodian, receiver or other trustee for itself or for a substantial part of such party’s assets; or commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar officiallaws of any jurisdiction;
i. A custodian, shall be receiver or trustee is appointed to take possessionfor either Borrower or for a substantial part of either Borrower's assets without such Borrower's consent and is not removed within sixty (60) days after such appointment;
j. Proceedings are commenced against either Borrower under any bankruptcy, custody reorganization, liquidation, insolvency or control similar laws of the properties of Borrowerany jurisdiction, and such involuntary Insolvency Proceedingproceedings remain undismissed for sixty (60) days after commencement, petition or appointment such Borrower consents to such proceedings;
k. Either Borrower is acquiesced dissolved; or
l. All or any part of the Real Estate or any interest therein is transferred without Lender’s prior written consent, said consent being in Lender’s sole discretion. Upon the occurrence of any such Event of Default and the failure to by Borrower cure such Event of Default within the time period, if any, set forth herein or is not dismissed within forty five (45) days; or results in the dissolution or termination of applicable Instrument, and at any time thereafter so long as the business of Borrower.
(d) Borrower default continues, unless such rights are waived by Lender, Lender shall be have the right, in default beyond any applicable period of grace or cure under addition to any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results rights set forth in the acceleration of payment of such obligation in an amount in excess of Instruments, to: aa. terminate this Agreement and its obligations hereunder;
bb. declare the Threshold Amount.entire Indebtedness to be immediately due and payable;
(e) Any governmental cc. declare defaults and exercise any or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation remedies available to it under any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess all of the Threshold Amount shall be entered Instruments; dd. exercise its right of setoff against Borrower which is not fully covered any and all sums (including amounts on deposit) owed by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail Lender to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of either Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.and
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any If one or more of the following events (each, an “Event herein called "Events of Default”") shall terminate occur for any obligation reason whatsoever (and whether such occurrence shall be voluntary or involuntary or be effected by operation of Lenders law or pursuant to make any additional Loan; judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
A. default in the payment of any interest upon the Note when such interest becomes due and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Paymentspayable, and any Obligations such default shall have continued for a period of ten days; or
B. default in the payment of principal of (or prepayment premium, if any, on) the Note when and other amounts owing under any Loan Documents immediately as the same shall become due and payable payable, whether at maturity or at a date fixed for principal payment or prepayment (including, without notice limitation, a principal payment or prepayment as provided in Section 6.1 or Section 6.2), or by acceleration or otherwise, and such default shall have continued for a period of default, presentment ten days; or
C. default in the performance or demand for payment, protest or notice observance of nonpayment or dishonor or any other notices covenant, agreement or demandscondition contained herein, and (2) give Agent and Lenders in the right to exercise any other right Note, the Deed of Trust, the Assignment or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this the Security Agreement or any Note Event of Default under the Deed of Trust or Assignment or Default under the Security Agreement shall occur, and such default shall have continued for a period of thirty days after notice from you; or
D. the Company or a Subsidiary shall not pay when due, whether by acceleration or otherwise, any evidence of indebtedness of the Company or such Subsidiary (other than the Note), or any condition or default shall exist under any such evidence of indebtedness or under any agreement under which the same may have been issued permitting such evidence of indebtedness to become or be declared due prior to the stated maturity thereof; or
E. the Company or any Subsidiary shall file a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or an answer consenting to, admitting the material allegations of or otherwise not controverting, or shall fail to pay timely controvert, a petition filed against the Company or such Subsidiary seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended; or the Company or any fees Subsidiary shall file such a petition or answer with respect to relief under the provisions of any other now existing or future bankruptcy, insolvency or other charges when due similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors; or
F. a court of competent jurisdiction shall enter an order for relief which is not stayed within 60 days from the date of entry thereof against the Company or any Subsidiary under Title 11 of the United States Code, as now constituted or hereafter amended; or there shall be entered an order, judgment or decree by operation of law or by a court having jurisdiction in the premises which is not stayed within 60 days from the date of entry thereof adjudging the Company or any Loan Document and Subsidiary a bankrupt or insolvent, or ordering relief against the Company or any Subsidiary, or approving as properly filed a petition seeking relief against the Company or any Subsidiary, under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of the Company or any Subsidiary or of any substantial part of its property, or ordering the reorganization, winding-up or liquidation of its affairs; or any involuntary petition against the Company or any Subsidiary seeking any of the relief specified in this clause shall not be dismissed within 60 days of its filing; or
G. the Company or any Subsidiary shall make a general assignment for the benefit of its creditors; or the Company or any Subsidiary shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of the Company or such failure continues for five (5) Business Days Subsidiary or more after of all or any substantial part of its property; or the same first becomes Company or any Subsidiary shall have admitted to its insolvency or inability to pay, or shall have failed to pay, its debts generally as such debts become due; or an Event the Company or any Subsidiary or its directors or majority members shall take any action to dissolve or liquidate the Company or such Subsidiary (other than as contemplated by Section 8.5A); or
H. the rendering against the Company or a Subsidiary of Default a final non-appealable judgment, decree or order for the payment of money in excess of $10,000 and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
I. the Company or any Subsidiary shall (1) engage in any non-exempted "prohibited transaction," as defined in Sections 406 and 408 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (2) incur any other Loan Document shall have occurred."accumulated funding deficiency," as defined in Section 302 of ERISA, in an amount in excess of $10,000, whether or not waived, or (3) terminate or permit the termination of an "employee pension benefit plan," as defined in Section 3 of ERISA, in a manner which could result in the imposition of a Lien on any property of the Company or such Subsidiary pursuant to Section 4068 of ERISA securing an amount in excess of $10,000; or
(b) Any J. any representation or warranty made, made by the Company in Section 2 hereof or financial statement, in any Collateral Document or in any certificate or other document provided, by Borrower under any Loan Document instrument furnished in connection therewith shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing date made; or
K. the dissolution of the Company, whether by operation of law or otherwise; then an amount equal to the Prepayment Price, computed as provided in Section 6.2 (except that, for purposes of such computation, the Prepayment Date acting in concert shall be deemed to be the date upon which the holder of the Note shall have acquired beneficial ownership (within declared the meaning of Rule 13d-3 of Note to be due and payable), shall immediately become due and payable without notice or demand, together with accrued interest thereon at the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) andOverdue Interest Rate, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, furtherhowever, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.upon the
Appears in 1 contract
Samples: Loan Agreement (United Foods Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, demands and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document and Document; provided that with respect to the first such failure continues for failure, the Borrower shall have a period of five (5) Business Days or more after days from the same date such payment first becomes due; or became due in which to cure such Default before it shall be an Event of Default hereunder.
(b) An Event of Default as defined in any other Loan Document shall have occurred.
(bc) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in or
(ii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(ef) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is which, if not fully covered by insurance and which insurance, remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Sections 5.11 through 5.16 or Article 6 of this Agreement, and, with respect to the covenants contained in Section 5.15, if capable of being cured, the breach of such covenant is not cured within 5 days after the date on which such breach occurred.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
Article 5 (kother than Sections 5.11 through 5.16) Borrower shall fail to perform or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Bridge Loan and Security Agreement (Tauriga Sciences, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following conditions or events (each, an “Event "Events of Default”") shall terminate any obligation of Lenders to make any additional Loan; occur and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawbe continuing:
(a) Borrower if the Joint Issuers or Holdings, as guarantor, shall fail to pay default in the payment of any principal of any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise; or
(b) if the Joint Issuers or Holdings, as guarantor, shall default in the payment of any interest on any Note (whether by issuance of a Note or Terminal Payment under payment in cash as required by the terms hereof) for more than 5 days after the same becomes due and payable; or
(c) if Holdings or any Joint Issuer shall default in the performance of or compliance with any other material term contained in this Agreement or any other Note when due; or shall fail to pay any fees or other charges when due under any Loan Purchase Document and such default shall continue unremedied for 30 days after such failure continues for five (5) Business Days shall first have become known to any officer of Holdings or more after the same first becomes due; or an Event of Default as defined in any other Loan Document written notice thereof shall have occurred.been received by Holdings from any holder of any Note; or
(bd) Any if any representation or warranty mademade in writing by or on behalf of Holdings or any Joint Issuer in this Agreement, any other Note Purchase Document, or financial statement, certificate in any instrument furnished in compliance with or other document provided, by Borrower under any Loan Document in reference to this Agreement shall prove to have been false or misleading incorrect in any material respect when made or deemed made herein.on the date as of which made; or
(ce) Borrower if any event shall fail occur or condition shall exist in respect of any Indebtedness of Holdings or any Joint Issuer in excess of $1,000,000 or under any evidence of any such Indebtedness or of any mortgage, indenture or other agreement relating thereto, the effect of which event or condition is to pay cause the acceleration of such Indebtedness before its debts generally as they become due stated maturity or shall commence any Insolvency Proceeding before its regularly scheduled dates of payment; or
(1) An order for relief is entered with respect to itself; Holdings or any Joint Issuer or any such Person commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary Insolvency Proceeding shall be filed against Borrowercase or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian 25 for all or a custodian, receiver, trustee, assignee substantial part of its property; or
(2) Holdings or any Joint Issuer makes any assignment for the benefit of creditors; or (3) the Board of Directors of Holdings or any Joint Issuer adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this subsection 13(f); or
(1) A court enters a decree or order for relief with respect to Holdings or any Joint Issuer in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar official, shall be appointed to take possession, custody relief is not granted under any applicable federal or control state law within sixty (60) days after the entry thereof; or (2) the continuance of any of the properties following events for sixty (60) days or more unless dismissed, bonded or discharged:
(a) an involuntary case is commenced against Holdings or any Joint Issuer under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) a decree or order of Borrowera court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any Joint Issuer or over all or a substantial part of its property, is entered; or (c) an interim receiver, trustee or other custodian is appointed without the consent of Holdings or any Joint Issuer, as applicable, for all or a substantial part of the property of such Person; or
(h) A final judgment or judgments in any individual case or in the aggregate at any time, in excess of $500,000 (in either case not adequately covered by insurance as to which the insurance company has acknowledged coverage) is entered or filed against Holdings or any Joint Issuer or any of their respective assets and remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days or more; or
(1) Holdings or any Joint Issuer fails to make full payment when due of all amounts which, under the provisions of any employee benefit plans or any applicable provisions of the Internal Revenue Code as amended from time to time ("IRC"), such Person is required to pay as contributions thereto and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or failure results in the dissolution or termination imposition of a lien on the business assets of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit Holdings or any other monetary liability Joint Issuer; or (2) an accumulated funding deficiency in excess of any kind to Lenders $1,000,000 occurs or exists, whether or not waived, with respect to any Person Holdings' or any Joint Issuer's employee benefit plans; or (3) any such employee benefit plans lose their status as a qualified plan under the IRC which results in the acceleration imposition of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of material lien on the assets of Borrower, including without limitation to Holdings or any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.Joint Issuer; or
(j) Borrower shall fail Any of the Note Purchase Documents for any reason, 26 other than a partial or full release in accordance with the terms thereof, ceases to perform be in full force and effect or observe is declared to be null and void, or Holdings or any covenant contained in Section 5.9 of this Agreement.Joint Issuer denies that it has any further liability under any Note Purchase Document to which it is party, or gives notice to such effect; or
(k) Borrower A Change of Control as defined under the Credit Agreement (as in effect on the date hereof) shall fail to perform occur and be continuing:
(1) upon the occurrence of any Event of Default described in subdivision (f) or observe any covenant contained in (g) of this Agreement Section 13, the unpaid principal amount of and accrued interest on the Notes shall automatically become due and payable immediately; or (2) upon the occurrence of any other Loan Document Event of Default, any holder or holders of 25% or more in principal amount of the Notes at the time outstanding may at any time (other than a covenant which is dealt with specifically elsewhere in this Article 7unless all Events of Default shall theretofore have been remedied) andat its or their option, by written notice or notices to Holdings as agent for the Joint Issuers, declare all the Notes to be due and payable, whereupon the same shall forthwith mature and become due and payable immediately if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, no Senior Loans are then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borroweroutstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Home Products International Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following conditions or events (each, an “Event "Events of Default”") shall terminate any obligation of Lenders to make any additional Loan; occur and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawbe continuing:
(a) Borrower if the Joint Issuers or Holdings, as guarantor, shall fail to pay default in the payment of any principal of any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise; or
(b) if the Joint Issuers or Holdings, as guarantor, shall default in the payment of any interest on any Note (whether by issuance of a Note or Terminal Payment under payment in cash as required by the terms hereof) for more than 5 days after the same becomes due and payable; or
(c) if Holdings or any Joint Issuer shall default in the performance of or compliance with any other material term contained in this Agreement or any other Note when due; or shall fail to pay any fees or other charges when due under any Loan Purchase Document and such default shall continue unremedied for 30 days after such failure continues for five (5) Business Days shall first have become known to any officer of Holdings or more after the same first becomes due; or an Event of Default as defined in any other Loan Document written notice thereof shall have occurred.been received by Holdings from any holder of any Note; or
(bd) Any if any representation or warranty mademade in writing by or on behalf of Holdings or any Joint Issuer in this Agreement, any other Note Purchase Document, or financial statement, certificate in any instrument furnished in compliance with or other document provided, by Borrower under any Loan Document in reference to this Agreement shall prove to have been false or misleading incorrect in any material respect when made or deemed made herein.on the date as of which made; or
(ce) Borrower if any event shall fail occur or condition shall exist in respect of any Indebtedness of Holdings or any Joint Issuer in excess of $1,000,000 or under any evidence of any such Indebtedness or of any mortgage, indenture or other agreement relating thereto, the effect of which event or condition is to pay cause the acceleration of such Indebtedness before its debts generally as they become due stated maturity or shall commence any Insolvency Proceeding before its regularly scheduled dates of payment; or
(1) An order for relief is entered with respect to itself; Holdings or any Joint Issuer or any such Person commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary Insolvency Proceeding shall be filed against Borrowercase or to the conversion of an involuntary case to a 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 custodian, receiver, trustee, assignee substantial part of its property; or
(2) Holdings or any Joint Issuer makes any assignment for the benefit of creditors; or (3) the Board of Directors of Holdings or any Joint Issuer adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this subsection 13(f); or
(1) A court enters a decree or order for relief with respect to Holdings or any Joint Issuer in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar official, shall be appointed to take possession, custody relief is not granted under any applicable federal or control state law within sixty (60) days after the entry thereof; or (2) the continuance of any of the properties following events for sixty (60) days or more unless dismissed, bonded or discharged:
(a) an involuntary case is commenced against Holdings or any Joint Issuer under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) a decree or order of Borrowera court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings or any Joint Issuer or over all or substantial part of its property, is entered; or (c) an interim receiver, trustee or other custodian is appointed without the consent of Holdings or any Joint Issuer, as applicable, for all or a substantial part of the property of such Person; or (h) A final judgment or judgments in any individual case or in the aggregate at any time, in excess of $500,000 (in either case not adequately covered by insurance as to which the insurance company has acknowledged coverage) is entered or filed against Holdings or any Joint Issuer or any of their respective assets and remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days or more; or
(1) Holdings or any Joint Issuer fails to make full payment when due of all amounts which, under the provisions of any employee benefit plans or any applicable provisions of the Internal Revenue Code as amended from time to time ("IRC"), such Person is required to pay as contributions thereto and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or failure results in the dissolution or termination imposition of a lien on the assets of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit Holdings or any other monetary liability Joint Issuer; or (2) an accumulated funding deficiency in excess of any kind to Lenders $1,000,000 occurs or exists, whether or not waived, with respect to any Person Holdings' or any Joint Issuer's employee benefit plans; or (3) any such employee benefit plans lose their status as a qualified plan under the IRC which results in the acceleration imposition of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of material lien on the assets of Borrower, including without limitation to Holdings or any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.Joint Issuer; or
(j) Borrower shall fail Any of the Note Purchase Documents for any reason, other than a partial or full release in accordance with the terms thereof, ceases to perform be in full force and effect or observe is declared to be null and void, or Holdings or any covenant contained in Section 5.9 of this Agreement.Joint Issuer denies that it has any further liability under any Note Purchase Document to which it is party, or gives notice to such effect; or
(k) Borrower A Change of Control as defined under the Credit Agreement (as in effect on the date hereof) shall fail to perform occur and be continuing;
(1) upon the occurrence of any Event of Default described in subdivision (f) or observe any covenant contained in (g) of this Agreement Section 13, the unpaid principal amount of and accrued interest on the Notes shall automatically become due and payable immediately; or (2) upon the occurrence of any other Loan Document Event of Default, any holder or holders of 25% or more in principal amount of the Notes at the time outstanding may at any time (other than a covenant which is dealt with specifically elsewhere in this Article 7unless all Events of Default shall theretofore have been remedied) andat its or their option, by written notice or notices to Holdings as agent for the Joint Issuers, declare all the Notes to be due and payable, whereupon the same shall forthwith mature and become due and payable immediately if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, no Senior Loans are then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borroweroutstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Home Products International Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Agent, at the direction of Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) [reserved].
(i) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders any Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(ef) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentAgent and each Lender, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, other than to the extent permitted herein, shall occur except as permitted under Sections 6.4 or 6.5occur.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days Business Days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail in any material respect to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 ten (10) days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of BorrowerBorrower (the “Notice Date”); provided, however that if such breach is not capable of being cured within such 3010-day period and Borrower timely notifies Agent and each Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 thirty (30) days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerNotice Date.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of (a) If any of the following events shall occur, it shall be an event of default (each, an “Event of Default”) unless and until cured by Borrower.
(i) After five (5) days written notice from Xxxxxx, Xxxxxxxx fails to pay any interest or principal under this Note after any of such amounts are due;
(ii) After the earlier to occur of five (5) days prior written notice by Xxxxxx or the date of actual knowledge of Borrower, any representation or warranty made by Borrower in the Loan Agreement proves to have been incorrect in any material respect when made;
(iii) After the earlier to occur of five (5) days prior written notice by Xxxxxx or the date of actual knowledge of Borrower, Borrower fails to observe or comply with any of the covenants in Section 5 of the Loan Agreement or in any Collateral Document under the Loan Agreement; or
(iv) Borrower shall terminate generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any obligation proceeding shall be instituted by or against Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment protection, relief, or composition of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing it or its debts under any Loan Documents immediately law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, if instituted against Borrower, shall remain undismissed for a period of thirty days; then Lender may, by additional written notice to Xxxxxxxx, declare the entire principal amount of this Note to be due and payable immediately, together with all unpaid interest accrued thereon from the date hereof to the date of payment hereunder; provided, however, that upon the occurrence and continuance of any of the Events of Default set forth in subsection (iv) above, this Note shall automatically mature and become due and payable, together with interest accrued thereon, without notice of defaultpresentment, presentment or demand for paymentdemand, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event kind all of Default as defined in any other Loan Document shall have occurred.which are hereby expressly waived. {00080488.5 / 0831-002}
(b) Any representation Upon an Event of Default, Lender may proceed to protect and enforce its rights either by suit in equity or warranty madeby action at law, or financial statementboth, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee whether for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability specific performance of any kind to Lenders covenant or to any Person which results agreement contained in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly this Note or in the aggregate in excess aid of the Threshold Amount exercise of any power granted in this Note, or Lender may proceed to enforce the payment of the Note or to enforce any other legal or equitable right it may possess. If action is instituted on this Note to enforce payment hereof, Xxxxxxxx agrees to pay reasonable attorneys’ fees and disbursements incurred by Xxxxxx in the collection thereof, which fees and disbursements shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as added to the principal amount of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parentindebtedness evidenced by this Note.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Promissory Note (Adsero Corp)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following that has not been cured within any applicable cure period or otherwise waived by Lender (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Final Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower Borrowers shall fail to pay any principal or principal, interest or Terminal Final Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan Document to which such entity is a party shall prove to have been false or misleading in any material respect when made or deemed made hereinherein (it being recognized by Lender that projections and estimates as to future events are not to be viewed as facts and that the actual results during the period or periods covered by any such projections and estimates may differ from projected or estimated results).
(ci) Any Borrower shall fail to pay its debts generally as they become due due; or (ii) or shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of any Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by any Borrower or is not dismissed within forty five (45) days; or results in the dissolution dissolution, winding up, or termination of the business or cessation of operations of any Borrower; or a Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Any Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative actionaction that has, or would reasonably be expected to have, the effect of suspending or terminating any material portion of a Borrower’s business; or any defined benefit pension plan maintained by a Borrower shall have any unfunded liabilities, any liabilities in excess of which, in the reasonable judgment of Agent, would result in a Material Adverse EffectThreshold Amount.
(f) Any Except as permitted in Sections 6.4 and 6.5 of this Agreement, any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of any Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal in the case of any judgment rendered in a federal court for thirty ten (3010) Business Days or more after entry thereof, or in the case of any judgment rendered in a state court, for twenty (20) Business Days or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Bacterin International Holdings, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events shall occur and be continuing (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement Company or any Note when due; or major subsidiary depository institution (as defined for purposes of the Capital Adequacy Regulations, a “Major Subsidiary Depository Institution”) of Company shall fail to pay commence a voluntary case under any fees applicable bankruptcy, insolvency, liquidation, reorganization or other charges when due under any Loan Document and such failure continues for five (5) Business Days similar law now or more after hereafter in effect, or Company shall consent to the same first becomes due; appointment of a receiver, liquidator, trustee or an Event of Default as defined other similar official in any other Loan Document shall have occurred.
(b) Any representation liquidation, insolvency or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding similar proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against BorrowerCompany or all or substantially all of its property, or a custodian, receiver, trustee, assignee shall make an assignment for the benefit of creditors; or
(b) a court or other governmental agency or body having jurisdiction shall enter a decree or order for the appointment of a receiver, liquidator, trustee or other similar officialofficial in any liquidation, shall be appointed insolvency or similar proceeding with respect to take possession, custody Company or control a Major Subsidiary Depository Institution of the properties of Borrower, and such involuntary Insolvency Proceeding, petition Company or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets property of BorrowerCompany or a Major Subsidiary Depository Institution of Company, including without limitation to any trust or similar entityfor the winding up of the affairs or business of Company or a Major Subsidiary Depository Institution, and such decree or order shall occur except as permitted under Sections 6.4 or 6.5.have remained in force for sixty (60) calendar days after the entry thereof; or
(gc) Any judgment(sCompany is notified that it is considered an institution in “troubled condition” within the meaning of 12 U.S.C. Section 1831i and the regulations promulgated thereunder; or
(d) singly Company (i) becomes insolvent or is unable to pay its debts as they mature, or (ii) admits in writing its inability to pay its debts as they mature; or
(e) Company materially breaches any of the representations, warranties or covenants made by it in the aggregate Agreement; or
(f) Company fails to make any required payment of principal or interest hereunder when due and payable (and, in excess the case of the Threshold Amount payment of interest, such failure to pay shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal have continued for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) andcalendar days); then, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of an Event of Default described in the foregoing clauses (a) or (b), unless the principal of this Note already shall have become due and payable, the Noteholder of this Note, by notice in writing to Company, may declare the principal amount of, and accrued and unpaid interest to the date of such occurrence on, this Note to be due and payable immediately and, upon any failure such declaration, the same shall become and shall be immediately due and payable. Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Company, within ninety (90) calendar days after the receipt of written notice from the Noteholder or any other holder of the Subordinated Notes of the occurrence of an Event of Default with respect to perform this Subordinated Note, shall mail to all the Noteholders, at their addresses shown on the Security Register (as defined in Section 10 below), such written notice of Event of Default, unless such Event of Default shall have been cured or observe any covenant which has been waived before the subject giving of a prior failure within the preceding 180 days or which is a willful and knowing breach such notice, as certified by BorrowerCompany in writing.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Citizens Financial Services Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default(a) So long as this Note is unpaid, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, events will constitute an “"Event of Default”":
(i) default in the payment of the principal or interest of this Note as and when the same shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately become due and payable without notice of defaultat maturity, presentment by declaration or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demandsotherwise, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:continuance of such default for a period of 30 days; or
(aii) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees an involuntary case or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after proceeding shall be commenced against the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty madeCompany seeking liquidation, or financial statement, certificate reorganization or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding relief with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrowerit or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a receiver, liquidator, assignee, custodian, receiver, trustee, assignee sequestrator (or similar official) of the Company or for any substantial part of the property of the Company or the winding up or liquidation of the affairs of the Company, and such case or proceeding shall remain unstayed and undismissed for a period of 60 days, or an order for relief shall be entered against the Company under the federal bankruptcy laws as now or hereafter in effect; or
(iii) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of the property of the Company, or the Company shall make any general assignment for the benefit of creditors, or other similar officialshall fail generally to pay its debts as they come due, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, corporate action to authorize any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.foregoing; or
(fiv) Any sale, transfer or other disposition of all or substantially all failure on the part of the assets of Borrower, including without limitation Company to observe or perform any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant covenants contained in this Agreement or any other Loan Document Note (other than a covenant which is dealt with specifically elsewhere failure to make a payment specified in this Article 7clause (i) and, if capable of being cured, above) or in the breach Agreement and the continuance of such covenant is not cured within 30 failure for a period of 60 days after the sooner to occur of Borrower’s following receipt of notice from the Holder specifying such covenant and the nature of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer Company's non-performance.
(b) If an Event of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cureDefault shall occur, then the cure period shall be extended Holder may by notice to the date requested in Borrower’s notice but in no event more than 90 days from Company (a "Default Notice"), so long as the initial breach; providedEvent of Default exists, furtherdeclare the unpaid principal and accrued interest, that such additional 60-day opportunity to cure shall not apply in the case if any, of any failure to perform this Note immediately due and payable without further presentment, demand, protest, or observe any covenant notice, all of which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerare hereby waived.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Agent, at the direction of the Required Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower or a Loan Party under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect.
(i) Borrower or Israeli Subsidiary shall fail to pay its debts generally as they become due due; or (ii) Borrower or Israeli Subsidiary shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against BorrowerBorrower or Israeli Subsidiary, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of BorrowerBorrower or Israeli Subsidiary, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or Israeli Subsidiary (as applicable) or is not dismissed within forty five fifty (4550) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of Borrower.
operations of Borrower or Israeli Subsidiary (d) including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving Israeli Subsidiary pursuant to the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur provisions of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of BorrowerIsraeli Subsidiary’s respective charter documents); provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.or
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, principal and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or principal, interest or Terminal Payment other payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five fifteen (515) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower; or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount$50,000.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in might have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount $50,000 shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty twenty (3020) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent (other than any “Excluded Person” as of the Closing Date defined below) acting in concert shall have acquired (in a single transaction or series of related transactions) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the outstanding shares of voting stock of Parent Borrower representing fifty percent (50%) or more of the outstanding voting power of Parent.
all shares of Borrower’s voting stock that are outstanding immediately after such acquisition. As used in this paragraph, “Excluded Person” means: (i) any Person who is a stockholder of Borrower shall fail to perform as of the Closing Date; (ii) a venture capital firm or observe any covenant contained in Article 6 of this Agreement.
similar investment fund or institution; or (jiii) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case an affiliate of any failure to perform Person described in clause (i) or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower(ii).
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any Any one or more of the following events (each, and whether such occurrence will be voluntary or involuntary or be affected by any Legal Requirement) will constitute an “"Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law" hereunder:
(a) Borrower shall fail to pay default in the payment of any principal or interest or Terminal Payment under this Agreement or any upon the Note when duefive business days after such interest becomes due and payable; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.or
(b) Any default in the payment of principal of (or prepayment premium, if any), on the Note five business days after the same will become due and payable, whether at maturity or at a date fixed for principal payment or prepayment, or by acceleration or otherwise; or
(c) default in the payment of any other obligations due under the Loan Documents or the Indemnity Agreement or under any document evidencing or securing any other loan made by Lender to Borrower or any Affiliate of Borrower after the lesser of five business days or any applicable notice or grace period specified therein, or the acceleration of debt under any of the foregoing regardless of whether such acceleration constitutes a default thereunder; or
(d) default in the performance or observance by Borrower or Guarantor of any other covenant, agreement or condition contained herein or in the Note, the Guaranty or any Default or Event of Default under the Loan Documents or the Indemnity Agreement, and such default shall continue unremedied for a period of 30 days after the occurrence thereof; or
(e) Borrower will not pay within five business days after such due date, whether by acceleration or otherwise, any evidence of Indebtedness of Borrower (other than the Note), or any condition or default will exist under any such evidence of Indebtedness or under any agreement under which the same may have been issued permitting acceleration of such evidence of Indebtedness; or
(f) Borrower will file a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or an answer consenting to, admitting the material allegations of or otherwise not controverting, or will fail to timely controvert, a petition filed against Borrower seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended; or Borrower will file such a petition or answer with respect to relief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of any Governmental Authority providing for the reorganization, winding‑up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors; or
(g) a court of competent jurisdiction will enter an order for relief which is not stayed within sixty (60) days from the date of entry thereof against Borrower under Title 11 of the United States Code; or there will be entered an order, judgment or decree by operation of law or by a court having jurisdiction in the premises which is not stayed within sixty (60) days from the date of entry thereof adjudging Borrower bankrupt or insolvent, or ordering relief against Borrower, or approving as properly filed a petition seeking relief against Borrower, under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of any Governmental Authority providing for the reorganization, winding‑up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of Borrower or of any substantial part of its property, or ordering the reorganization, winding‑up or liquidation of its affairs; or any involuntary petition against Borrower seeking any of the relief specified in this clause which will not be dismissed within sixty (60) days of its filing; or
(h) Borrower will make a general assignment for the benefit of its creditors; or Borrower will consent to the appointment of, or taking possession of all or any substantial part of its property by, a receiver, liquidator, assignee, sequestrator, trustee, custodian or similar official of Borrower; or Borrower will have admitted to its insolvency or inability to pay, or will have failed to pay, its debts generally as such debts become due; or Borrower or its directors or majority equity interest holders will take any action to dissolve or liquidate Borrower; or
(i) the rendering against the Borrower of a final non appealable judgment, decree or order for the payment of money in excess of one million dollars ($1,000,000.00) and the continuance of such judgment, decree or order unsatisfied and in effect for a period of sixty (60) consecutive days without a stay of execution; or
(j) Borrower will (1) engage in any non‑exempted “prohibited transaction,” as defined in Sections 406 and 408 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (2) incur any “accumulated funding deficiency,” as defined in Section 302 of ERISA, in an amount in excess of $500,000.00, whether or not waived, or (3) terminate or permit the termination of an “employee pension benefit plan,” as defined in Section 3 of ERISA, in a manner which could result in the imposition of a Lien on any property of Borrower pursuant to Section 4068 of ERISA securing an amount in excess of $500,000.00; or
(k) any representation or warranty made, or financial statement, certificate or other document provided, made by Borrower under or Guarantor herein or in any Loan Document shall or the Indemnity Agreement or in any certificate or instrument furnished in connection therewith will prove to have been false or misleading in any material respect when made or deemed made herein.as of the date made; or
(cl) Borrower shall fail to pay its debts generally as they become due any Facility is rezoned, voluntarily or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or involuntarily without Lender’s prior written consent that results in a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control violation of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced Loan to by Borrower or is not dismissed within forty five Value ratio pursuant to Section 7.1 that remains un-remedied for ninety (4590) days; or results in or
(m) the dissolution of Borrower or termination any of the business its members, whether by operation of Borrower.law or otherwise; or
(dn) Borrower shall be in default beyond will suffer or permit any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative actionFacility, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilitiespart thereof, any of which, to be used in the reasonable judgment of Agent, would result in a Material Adverse Effect.
such manner as might (f1) Any sale, transfer or other disposition of all or substantially all of the assets of impair Borrower, including without limitation ’s title to any trust Facility, or similar entityany part thereof; or (2) create rights of adverse use or possession; or (3) constitute an implied dedication of any Facility, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry any part thereof.
(h1) Any Person the guarantee by Guarantor or two the Indemnity Agreement for any reason will cease to be in full force and effect other than in accordance with its terms or more Persons who are the Guarantor will deny its liability under the guarantee or the Indemnity Agreement, or (2) any security interest purported to be created by the Security Instrument or other Loan Documents will cease to be, or will be asserted by the Borrower not stockholders to be a valid, perfected first priority security interest in the Collateral, unless such security interest has been renewed and perfected within five (5) days of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parentits ceasing.
(ip) Borrower any default by the Guarantor shall fail exist and be continuing (after any applicable grace or notice period), with respect to perform any other borrowing agreements (which aggregate principal amount is in excess of $25,000,000.00) of Guarantor and which will cause such Indebtedness to be declared to be due and payable prior to its stated maturity or observe any covenant contained in Article 6 constitutes a failure to pay the principal of, or interest on, such Indebtedness when due and payable at its stated maturity, shall constitute an Event of this AgreementDefault under the Loan.
(jq) Borrower shall fail to perform any Transfer of title (including, without limitation, a leasehold interest) or observe any covenant contained in Section 5.9 possession of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement all or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable portion of being cured, the breach Collateral without the prior written consent of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerLender.
Appears in 1 contract
Samples: Loan Agreement (Green Plains Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Agent, at the direction of the Required Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) If there occurs any circumstance or circumstances that has a Material Adverse Effect.
(i) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower shall be and continue in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders any Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(ef) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentAgent and each Lender, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or Section 6.5.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty fifteen (3015) or more days after entry thereof.
thereof (h) Any Person or two or more Persons who are to the extent not stockholders of Parent covered by independent third-party insurance as of to which the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parentinsurer does not dispute coverage).
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 fifteen (15) days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of BorrowerBorrower (the “Notice Date”); provided, however that if such breach is not capable of being cured within such 3015-day period and Borrower timely notifies Agent and each Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 thirty (30) days from the initial breach; provided, further, that such additional 60-day opportunity to cure Notice Date.
(k) Borrower shall not apply in the case of any failure fail to perform or observe any covenant which has been the subject requirement of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerSection 4.3 hereof.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following events (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty mademade or deemed made in or in connection with any Transaction Document or the borrowings hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement, certificate statement or other document providedinstrument furnished in connection with or pursuant to any Transaction Document, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when so made, deemed made or deemed furnished;
(b) default shall be made herein.in the payment of any principal of this Note when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) Borrower default shall fail be made in the payment of any interest on this Note (other than any PIK Amount) or any other amount (other than an amount referred to pay its debts generally in (b) above) due under any Transaction Document, when and as they the same shall become due or and payable, and such default shall commence any Insolvency Proceeding with respect to itselfcontinue unremedied for a period of three (3) Business Days; or
(d) an involuntary Insolvency Proceeding proceeding shall be commenced or an involuntary petition shall be filed against Borrowerin a court of competent jurisdiction seeking (i) relief in respect of the Company or any of its Subsidiaries, or of a custodiansubstantial part of the property or assets of the Company or any of its Subsidiaries under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, assignee custodian, sequestrator, conservator or similar official for the Company or any of its Subsidiaries or for a substantial part of the property or assets of the Company or any of its Subsidiaries or (iii) the winding-up or liquidation of the Company or any of its Subsidiaries; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(e) the Company or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of its Subsidiaries or for a substantial part of the property or assets of the Company or any of its Subsidiaries, (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, (vi) become unable, admit in writing its inability or other similar official, shall be appointed fail generally to pay its debts as they become due or (vii) take possession, custody or control any action for the purpose of effecting any of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.foregoing;
(f) Any saledefault shall be made in the due observance or performance by the Company of any covenant, transfer condition or agreement contained in this Note or any Transaction Document (other disposition than those specified in (b) or (c) above) and such default shall continue unremedied for a period of all or substantially all of three (3) Business Days following notice thereof from the assets of Borrower, including without limitation Holder to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.the Company;
(g) Any judgment(s) singly the Company or any Subsidiary shall default in the aggregate payment when due of (i) any Debt in excess a principal amount greater than $500,000 or (ii) any monetary obligation under the Initial Note, and, as a result of such default, such Debt or the Threshold Amount shall be entered against Borrower which is not fully covered by insurance Initial Note, as the case may be, becomes immediately due and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.payable;
(h) Any Person any judgment or two order for the payment of money in excess of $500,000 shall be rendered against the Company or more Persons who are any Subsidiary, shall remain unpaid or unstayed for a period of sixty (60) days, and shall not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.be covered by insurance; or
(i) Borrower shall fail to perform or observe the Continuing Directors do not at any covenant contained in Article 6 time following the date of this Agreement.
(j) Borrower shall fail Agreement constitute at least a majority of the Board of Directors of the Company. then, and in every such event and at any time thereafter during the continuance of such event, the Holder may, by written notice to perform or observe any covenant contained in Section 5.9 the Company, accelerate the payment of all amounts due under this Note, whereupon the principal of this Agreement.
(k) Borrower Note, together with accrued Interest hereon and all other liabilities of the Company accrued hereunder and under any other Transaction Document, shall fail to perform or observe any covenant contained in this Agreement become forthwith due and payable, without presentment, demand, protest or any other Loan notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in any other Transaction Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) andto the contrary notwithstanding. Notwithstanding anything herein to the contrary, if capable an Event of being curedDefault described in paragraph (d) or (e) above occurs, all amounts due under this Note shall become immediately due and payable without notice or other act on the breach part of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerHolder.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any Each of the following (eachevents is hereby defined as, and is declared to be and to constitute, an “"Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law" hereunder:
(a) Failure by the Borrower shall fail to pay make or cause to be made any principal payment required to be made under Section 4.2 hereof on or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after before the date the same first becomes is due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Failure or refusal by the Borrower to comply with any of its other covenants, conditions or agreements hereunder, and such failure or refusal shall continue for a period of fifteen (15) days after written notice thereof has been given to the Borrower by the Purchaser, the Escrow Agent or the Authority.
(c) The Borrower shall have applied for or consented to the appointment of a custodian, receiver, trustee or liquidator of all or a substantial part of its assets; a custodian shall have been appointed with or without consent of the Borrower; the Borrower shall generally not be paying its debts as they become due; the Borrower shall have made a general assignment for the benefit of creditors; the Borrower shall have filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors, or has taken advantage of any insolvency law, or has filed an answer admitting the material allegations of a petition in a bankruptcy, reorganization or insolvency proceeding; a petition in bankruptcy shall have been filed against the Borrower and shall not have been dismissed for a period of one hundred twenty (120) consecutive days, or if an order for relief has been entered under the Bankruptcy Code; or an order, judgment or decree shall have been entered without the application, approval or consent of the Borrower by any court of competent jurisdiction appointing a receiver, trustee, custodian or liquidator of the Borrower of a substantial part of its respective assets, and such order, judgment or decree shall have continued unstayed and in effect for any period of one hundred twenty (120) consecutive days.
(d) A writ of execution or attachment or any similar process shall be issued or levied against all or any part of or interest in any of the properties or assets of the Borrower or any judgment involving monetary damages shall be entered against the Borrower, which shall become a lien on the Borrower's properties or assets or any portion thereof or interest therein, and such execution, attachment or similar process is not released, bonded, satisfied, vacated or stayed within one hundred twenty (120) days after its entry or levy, and said writ of execution, attachment, levy or judgment shall involve monetary damages aggregating more than $100,000.
(e) Seizure or foreclosure of any of the properties or assets of the Borrower pursuant to process of law or in respect of legal self-help, involving monetary damages.
(f) The transfer of title to the Project Equipment or any part thereof (in one or more transactions) for any reason and to any party without the prior express written consent of the Authority and the Purchaser.
(g) Any representation substantial change in the nature or character of the business or the voluntary permanent closing of business or cessation of operations of the Borrower.
(h) Any representation, covenant or warranty made, or financial statement, certificate or other document provided, made by the Borrower under in any Loan Bond Document shall prove to have been false false, incorrect or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within date made, or failure by the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of ParentBorrower to observe any such covenant.
(i) Borrower An event of default shall fail to perform or observe have occurred under any covenant contained in Article 6 of this Agreementthe Bond Documents.
(j) An event of default shall have occurred under any other loans, contracts or agreements of the Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreemententered into with the Purchaser.
(k) A breach by the Borrower shall fail to perform of any term, covenant, condition, obligation or observe agreement under any covenant contained in this Agreement or any other Loan Document Bond Document.
(l) Any additional financing on the Project is obtained without the prior express written consent of the Authority and the Purchaser, other than a covenant refinancing of the Existing Equipment which is dealt with specifically elsewhere subordinate to the Bond.
(m) Any Change of Control of the Borrower, except as permitted herein.
(n) The dissolution or reorganization of the Borrower or a default under Section 1.7(e) hereof.
(o) Default by the Borrower in this Article 7any of the terms or conditions of any agreement covering the payment of borrowed money in excess of $50,000.
(p) and, if capable A material deterioration in the financial condition of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender Borrower or the date on occurrence of any event, which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case sole opinion of any failure to perform or observe any covenant which has been the subject Purchaser, impairs the financial responsibility of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Bond Agreement (Foilmark Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any one or more of the following (each, events shall constitute an “Event of Default”) shall terminate any obligation ” hereunder, and upon such Event of Lenders to make any additional Loan; Default, the entire principal balance outstanding hereunder, together with all accrued interest and shallother amounts payable hereunder, at the option election of Majority Lenders (1) make all sums of Basic Interest and principalLenders, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents shall become immediately due and payable payable, without any notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawBorrower:
(a) Borrower shall fail to pay any principal or Nonpayment of principal, interest or Terminal Payment under this Agreement or any Note other amounts when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.become due and payable hereunder;
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by The failure of Borrower under to comply with any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 provision of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7payment) and, if capable of being cured, the breach of and such covenant is not cured within failure shall continue unremedied for 30 days after the sooner to occur of Borrower’s receipt of following written notice of such breach default from Agent or any Lender or the date on which such breach first becomes known Lenders to any officer of Borrower; provided, however however, that if such breach is default cannot capable of being reasonably be cured within such 30-day period period, as determined by Lenders in their reasonable discretion, and Borrower timely notifies Agent is diligently pursuing a remedy of such fact and default, Borrower diligently pursues shall have a reasonable period to remedy such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that default beyond such additional 6030-day opportunity to cure period, which shall not apply in exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the case existence of any failure to perform Borrower; or
(d) The appointment of (or observe any covenant which has been application for appointment of) a receiver of Borrower or the subject involuntary filing against or voluntary filing by Borrower of a prior failure within petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the preceding 180 days invalidity or which is a willful and knowing breach by Borrowerunenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Appears in 1 contract
Samples: Loan and Security Agreement (Modern Round Entertainment Corp)
Events of Default; Acceleration. Upon A very important element of this Agreement is that Lessee make all its payments promptly as agreed upon. Also essential is that the occurrence Aircraft continue to be in good condition and during adequate security for the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspendedindebtedness. The occurrence following are events of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders default under this Agreement which will allow Lessor to make any additional Loan; take such action under this Section and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawSection 9 as it deems necessary:
(a) Borrower shall fail any of Lessee's obligations to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due Lessor under any Loan Document and such failure continues for five (5) Business Days agreement with Lessor is not paid on or more after before the tenth day following the date when the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.due and payable;
(b) Any representation Lessee breaches any warranty or warranty madeprovision hereof, or financial statement, certificate of any note or other document provided, of any instrument or agreement delivered by Borrower under any Loan Document Lessee to Lessor and such breach continues for a period in excess of thirty (30) days after Lessor shall prove to have been false or misleading in any material given Lessee written notice of default with respect when made or deemed made herein.thereto;
(c) Borrower Lessee breaches any policy of insurance covering the Aircraft; or if any such policy be canceled;
(d) Lessee becomes insolent or ceases to do business as a going concern;
(e) it is determined that Lessee has given Lessor materially mis- leading information regarding its financial condition and such information shall fail not be made good within thirty (30) days after written notice thereof to Lessee;
(f) any of the Aircraft is lost, secreted, misused, destroyed, encumbered, seized, confiscated or disposed of in violation of the terms hereof;
(g) a petition in bankruptcy or reorganization be filed by or against Lessee or Lessee admits in writing its inability to pay its debts generally as they become due mature;
(h) property of Lessee be attached unless the attachment doesn't result in the threatened or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borroweractual foreclosure of the property and, further, that the attachment is either bonded or released within thirty (30) days of such attachment or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall receiver be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.for Lessee;
(di) Borrower whenever Lessor in good faith believes the Aircraft is insecure; If Lessee shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of moneyhereunder, the purchase of property, the advance of credit indebtedness herein described and all other debts then owing by Lessee to Lessor under this or any other monetary liability of any kind to Lenders present or to any Person which results in the future agreement shall, if Lessor shall so elect, become immediately due and payable. This acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority all indebtedness, if elected by Lessor, shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of be subject to all or substantially all of the assets of Borrowerapplicable laws, including without limitation laws as to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5rebates and refunds of unearned charges.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Sequent Computer Systems Inc /Or/)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any Any of the following (each, events shall constitute an “"Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law":
(a) Borrower Default in the due and punctual payment of the interest on or principal of, premium on, or redemption or Purchase Price of any Bond, whether at the stated maturity thereof or upon proceedings for redemption thereof, or upon the maturity thereof by acceleration or otherwise or on the Conversion Date, proposed Conversion Date, Substitution Date or Purchase Date;
(b) Default in the performance or observance of any other obligation or condition on the part of the Issuer contained in this Indenture or the Bonds, and the continuance thereof for a period of 30 days after written notice given to the Obligor and the Issuer by the Trustee or by the holders of not less than 25% in aggregate principal amount of the Bonds then outstanding, except that if such default cannot be corrected within such period, it shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or not constitute an Event of Default as defined if in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, the judgment of the Trustee in reliance upon an opinion of Counsel and with the consent of the Bank the default is correctable without material adverse effect on the Bonds and if corrective action is instituted by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.the Issuer within such period and diligently pursued until the default is corrected;
(c) Borrower shall fail to pay its debts generally Occurrence of an Event of Default (as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results defined in the dissolution or termination of Agreement) under the business of Borrower.Agreement;
(d) Borrower shall be in default beyond any applicable period Receipt by the Trustee of grace or cure written demand from the Bank directing the Trustee to declare the Bonds immediately due and payable because of the occurrence of an Event of Default under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results and as defined in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.Reimbursement Agreement;
(e) Any governmental Receipt by the Trustee after a payment under the Credit Facility with respect to interest on the Bonds of written notice from the Bank that the interest portion of the Credit Facility has not been reinstated to an amount equal to 45 days' (or regulatory authority shall take any judicial if applicable pursuant to Section 208 hereof, 210 days') interest, calculated at the Maximum Rate or administrative actionFixed Rate or Fixed Rates, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effectas applicable.
(f) Any saleThe Bank shall (i) fail to be open for the transaction of its general business on any day other than a day on which such institutions in the city in which such Bank is located are authorized or obligated to close by applicable law absent extenuating circumstances of a nonfinancial nature; or (ii) commence a proceeding under any federal or state insolvency, transfer reorganization or other disposition similar law, or have such a proceeding commenced against it and either have an order of all insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; or (iii) have a receiver, liquidator or trustee appointed for it or for the whole or substantially all of its property. The declaration of an Event of Default under this subsection (f) and the assets exercise of Borrower, including without limitation remedies upon any such declaration shall be subject to any trust applicable limitations of federal bankruptcy law affecting or similar entityprecluding such declaration or exercise during the pendency of or immediately following any bankruptcy, shall occur except as permitted under Sections 6.4 liquidation or 6.5.reorganization proceedings; or
(g) Any judgment(s) singly or in Wrongful dishonor by the aggregate in excess Bank of a draft drawn under the Credit Facility by the Trustee. The Trustee shall, at the direction of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfiedBank, unvacated or unstayed pending appeal for thirty upon the occurrence of an Event of Default under paragraphs (30b) or more days after entry thereof.
(hc) Any Person or two or more Persons who are not stockholders above, declare the principal of Parent as and accrued interest on all outstanding Bonds immediately due and payable. The Trustee shall, upon the occurrence of the Closing Date acting in concert shall have acquired beneficial ownership an Event of Default under paragraphs (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent a), (50%d), (e), (f) or more (g) above, declare the principal of and accrued interest on all outstanding Bonds to be due and payable immediately. The Trustee shall simultaneously with any such declaration give written notice of any such declaration to the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being curedIssuer, the breach of such covenant is not cured within 30 days after Remarketing Agent, the sooner to occur of Borrower’s receipt of Obligor, the Bank and the Bondholders. Such notice of such breach from Agent or any Lender or shall specify the date on which such breach first becomes known to any officer payment of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period principal and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period interest shall be extended tendered to the Bondholders, which date, so long as funds are available to the Trustee therefor, shall not be later than 5 days after the Event of Default resulting in such declaration. Interest on the Bonds will accrue to the date requested in Borrower’s notice but in no event more than 90 days from of declaration of acceleration. Upon any declaration of acceleration of maturity of principal and interest on the initial breach; providedBonds under this Indenture, furtherthe Trustee shall promptly exercise such rights as it may have under the Agreement to declare all payments thereunder to be immediately due and payable, that such additional 60-day opportunity to cure shall not apply transfer any moneys in the case of Project Fund to the Bond Fund and shall draw upon the Credit Facility in accordance with Section 209 hereof, to the full extent permitted by the terms thereof. If for any failure reason the Credit Facility is not in full force and effect, or if the Bank has failed to perform pay or observe any covenant which has been prevented from paying a draft drawn under the subject Credit Facility which complies with the terms of the Credit Facility, or if the Bank in writing has repudiated its obligations under the Credit Facility, or if the Bank shall no longer exist or shall become insolvent or if a prior failure within receiver is appointed for it or its property or affairs, then upon an occurrence of an event specified in Section 801(b) or (c) the preceding 180 days or which is a willful Trustee shall give written notice thereof to the Obligor and knowing breach the Holders of all Outstanding Bonds, and may declare the principal of and accrued interest on all Outstanding Bonds immediately due and payable by Borrowerwritten notice thereof to the Obligor and the Issuer, and shall declare the principal of and accrued interest on all Outstanding Bonds immediately due and payable if Holders of not less than 25% of the principal amount of outstanding Bonds give written notice of such event to the Trustee, the Obligor and the Issuer.
Appears in 1 contract
Samples: Trust Indenture
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events occurs (each, an “Event of Default”) ), the Notes shall terminate any obligation of Lenders to make any additional Loan; and shallbecome due immediately, without notice, at the option Bank’s option:
A. Any Obligor fails to pay (i) within three (3) days of Majority Lenders the due date therefor, any Credit Facility Indebtedness consisting of interest or fees; (1ii) make all sums when due, any Credit Facility Indebtedness consisting of Basic Interest and principalprincipal amounts, all Terminal Paymentsin each case under this Agreement, and any Obligations and Note, any other amounts owing under Credit Facility Related Document; or (iii) when due (taking into account any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor applicable contractual grace period then in effect) any other Liabilities or any other notices debt owed to the Bank or demandsan Affiliate of the Bank, and (2) give Agent and Lenders the right to exercise or any other right amount payable with respect to any of the Liabilities, or remedy provided under any other Related Document, or any agreement or instrument evidencing other debt to the Bank or any Affiliate of the Bank.
B. Any representation or warranty made or deemed made by contract or applicable law:
(a) on behalf of the Borrower shall fail to pay or any principal Subsidiary in or interest or Terminal Payment under in connection with this Agreement or any Note when due; other Credit Facility Related Document or shall fail to pay any fees amendment or other charges when due under any Loan Document and such failure continues for five (5) Business Days modification hereof or more after the same first becomes due; thereof or an Event of Default as defined waiver hereunder or thereunder, or in any other Loan Document shall have occurred.
(b) Any representation or warranty madereport, or certificate, financial statement, certificate statement or other document providedfurnished pursuant to or in connection with this Agreement or any other Credit Facility Related Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect materially incorrect when made or deemed made herein.or shall become untrue in violation of Section 8.7 below;
(c) C. The Borrower or any Subsidiary shall fail to pay its debts generally as they become due observe or shall commence perform any Insolvency Proceeding covenant, condition or agreement contained in Section 4.2 [Existence] (with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrowersuch entity’s existence), 4.6(6) [notice of breach of Credit Facility Related Documents] or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by in Section 5 [Negative Covenants];
D. The Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower Subsidiary shall fail to observe or perform any covenant, condition or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant agreement contained in this Agreement or any other Loan Credit Facility Related Document (other than those specified in clauses A, B or C above), and such failure shall continue unremedied for a covenant which is dealt with specifically elsewhere in this Article 7period of (i) and, if capable of being cured, the breach of such covenant is not cured within 30 5 days after the sooner to occur earlier of Borrower’s receipt of notice or any Subsidiary’s knowledge of such breach or notice thereof from Agent the Bank if such breach relates to terms or provisions of Section 4.1 [Insurance], 4.2 [Existence] (other than with respect to such entity’s existence), 4.3 [Financial Records], 4.5 [Financial Reports], 4.6 [Notices of Claims, Litigation, Defaults, Etc.] (other than Section 4.6(6)), 4.7 [Other Agreements], 4.9 [3.94.9 Grant of Lien; Additional Assurances], or 4.12 [Compliance with Anti-Corruption Laws and Sanctions] of this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement or of any other Loan Document;
E. Except as described in Sections 7.1 A. through D. above, any Obligor or any Lender Pledgor: (i) fails to observe or perform or otherwise violates any other term, covenant, condition or agreement of any of the date on which such breach first becomes known Related Documents; (ii) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; (iii) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (iv) defaults under the terms of any agreement or instrument relating to any officer debt for borrowed money (other than the debt evidenced by the Related Documents) and the effect of Borrowersuch default will allow the creditor to declare debt in an outstanding amount of greater than $100,000 in the aggregate due before its stated maturity.
F. In the event (i) any Obligor terminates or revokes or purports to terminate or revoke its guaranty of any of the Credit Facility Indebtedness or any Obligor’s guaranty of any of the Credit Facility Indebtedness becomes unenforceable in whole or in part, (ii) any Obligor fails to perform promptly under its guaranty of any of the Credit Facility Indebtedness, or (iii) any Obligor fails to comply with, or perform under any agreement, now or hereafter in effect, between the Obligor and the Bank, or any Affiliate of the Bank or their respective successors and assigns.
G. Any event occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of any Obligor or any Subsidiary of any Obligor.
H. An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Obligor or any of its Subsidiaries or any Pledgor or its 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 any Obligor or any of its Subsidiaries or any Pledgor or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered.
I. Any Obligor or any of its Subsidiaries or any Pledgor 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 fail to contest in a timely and appropriate manner, any proceeding or petition described in clause E of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Obligor or any of its Subsidiaries or any Pledgor or for a substantial part of its assets, (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, (vi) take any action for the purpose of effecting any of the foregoing or (vii) become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally, to pay its debts as they become due.
J. Any Obligor or any of its Subsidiaries, without the Bank’s written consent or as expressly permitted in this Agreement: (i) liquidates or is dissolved; (ii) merges or consolidates with any other Person; (iii) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business; (iv) leases, purchases, or otherwise acquires a material part of the assets of any other Person, except in the ordinary course of its business; or (v) agrees to do any of the foregoing; provided, however however, that if any Subsidiary of an Obligor may merge or consolidate with any other Subsidiary of that Obligor, or with the Obligor, so long as the Obligor is the survivor.
(i) One or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against any Obligor, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Obligor or any Subsidiary to enforce any such breach judgment or any Obligor or any Subsidiary shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a materially adverse effect on its business, assets, affairs, prospects or financial condition, which judgments or orders, in any such case, are not stayed on appeal and being appropriately contested in good faith by proper proceedings diligently pursued or (iii) any attachment, seizure, sequestration, levy, or garnishment is issued against any Property of any Obligor or any of its Subsidiaries or of any Pledgor or any Collateral or Property which may be required to become Collateral pursuant to the terms of this Agreement.
L. Except as permitted by the terms of the relevant security agreement, (i) any security agreement shall for any reason fail to create a valid security interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Credit Facility Indebtedness at such time as they are required to be secured pursuant to this Agreement shall cease to be a perfected, first priority Lien.
M. Any material provision of any Credit Facility Related Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Obligor shall challenge the enforceability of any Credit Facility Related Document or shall assert in writing, or engage in any action or inaction that evidences its assertion, that any provision of any of the Credit Facility Related Documents has ceased to be or otherwise is not capable valid, binding and enforceable in accordance with its terms).
N. Any material adverse change occurs in: (i) the reputation, Property, financial condition, business, assets, affairs, prospects, liabilities, or operations of being cured within such 30-day period and Borrower timely notifies Agent any Obligor or any of such fact and Borrower diligently pursues such cure, then its Subsidiaries; (ii) any Obligor’s or Pledgor’s ability to perform its obligations under the cure period shall Related Documents; or (iii) the Collateral or Property which may be extended required to become Collateral pursuant to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case terms of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowerthis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Bsquare Corp /Wa)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events shall occur and be continuing (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement Company or any Note when due; or major subsidiary depository institution (as defined for purposes of the Capital Adequacy Regulations, a “Major Subsidiary Depository Institution”) of Company shall fail to pay commence a voluntary case under any fees applicable bankruptcy, insolvency, liquidation, reorganization or other charges when due under any Loan Document and such failure continues for five (5) Business Days similar law now or more after hereafter in effect, or Company shall consent to the same first becomes due; appointment of a receiver, liquidator, trustee or an Event of Default as defined other similar official in any other Loan Document shall have occurred.
(b) Any representation liquidation, insolvency or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding similar proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against BorrowerCompany or all or substantially all of its property, or a custodian, receiver, trustee, assignee shall make an assignment for the benefit of creditors; or
(b) a court or other governmental agency or body having jurisdiction shall enter a decree or order for the appointment of a receiver, liquidator, trustee or other similar officialofficial in any liquidation, shall be appointed insolvency or similar proceeding with respect to take possession, custody Company or control a Major Subsidiary Depository Institution of the properties of Borrower, and such involuntary Insolvency Proceeding, petition Company or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets property of BorrowerCompany or a Major Subsidiary Depository Institution of Company, including without limitation to any trust or similar entityfor the winding up of the affairs or business of Company or a Major Subsidiary Depository Institution, and such decree or order shall occur except as permitted under Sections 6.4 or 6.5.have remained in force for sixty (60) calendar days; or
(gc) Any judgment(sCompany is notified that it is considered an institution in “troubled condition” within the meaning of 12 U.S.C. Section 1831i and the regulations promulgated thereunder; or
(d) singly Company (i) becomes insolvent or is unable to pay its debts as they mature, or (ii) admits in writing its inability to pay its debts as they mature; or
(e) Company materially breaches any of the representations, warranties or covenants made by it in the aggregate Agreement; or
(f) Company fails to make any required payment of principal or interest hereunder when due and payable (and, in excess the case of the Threshold Amount payment of interest, such failure to pay shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal have continued for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) andcalendar days); then, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of an Event of Default described in the foregoing clauses (a) or (b), unless the principal of this Subordinated Note already shall have become due and payable, the Noteholder, by notice in writing to Company, may declare the principal amount of this Subordinated Note to be due and payable immediately and, upon any failure such declaration, the same shall become and shall be immediately due and payable. Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Company, within ninety (90) calendar days after the receipt of written notice from the Noteholder or any other holder of the Subordinated Notes of the occurrence of an Event of Default with respect to perform this Subordinated Note, shall mail to all the Noteholders, at their addresses shown on the Security Register (as defined in Section 10 below), such written notice of Event of Default, unless such Event of Default shall have been cured or observe any covenant which has been waived before the subject giving of a prior failure within the preceding 180 days or which is a willful and knowing breach such notice, as certified by BorrowerCompany in writing.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Event of Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence and continuation of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Agent, at the direction of Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in under any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower or any other Loan Party under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect.
(i) any Loan Party shall fail to pay its debts generally as they become due due; or (ii) any Loan Party shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrowerany Loan Party, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrowerany Loan Party, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower such Loan Party or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of Borroweroperations of any Loan Party (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of such Loan Party pursuant to the provisions of such Loan Party’s charter documents); or (iv) any Loan Party shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(de) Borrower or any other Loan Party shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or Indebtedness owed to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold AmountAmount (i) resulting in a right by any Person to accelerate or cause such Indebtedness to become due prior to its scheduled maturity or (ii) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(ef) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower or any other Loan Party shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentAgent and each Lender, would result in could reasonably be expected to have a Material Adverse Effect.
(fg) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of BorrowerBorrower or any other Loan Party, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(gh) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and or any other Loan Party which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
thereof (h) Any Person or two or more Persons who are to the extent not stockholders of Parent covered by independent third-party insurance as of to which the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parentinsurer does not dispute coverage).
(i) Borrower or any other Loan Party shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower or any other Loan Party shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days ten (10) Business Days after the sooner to occur of Borrowersuch Loan Party’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrowersuch Loan Party (the “Notice Date”); provided, however that if such breach is not capable of being cured within such 3010-day Business Day period and Borrower timely notifies Agent of such fact and Borrower or such other Loan Party diligently pursues such cure, then the cure period shall be extended to the date requested in Borrowersuch Loan Party’s notice but in no event more than 90 days thirty (30) Business Days from the initial breach; providedNotice Date.
(k) Borrower shall fail to retain direct or indirect ownership of at least 50% of the economic and voting equity interests of Beyond Cancer or IPO Co., furtheras applicable, that such additional 60-day opportunity to cure shall not apply in the case of at any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrowertime.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving Indebtedness (other than the borrowing of money, Loans and other Indebtedness evidenced by the purchase of property, the advance of credit or any other monetary liability of any kind Loan Documents) owed to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, action against Borrower or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of whichin each case, in the reasonable judgment of Agent, would result in which could reasonably be expected to have a Material Adverse Effect.
(f) Any Except as permitted by Section 6.5, any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any If one or more of the following events (each, an “Event herein called "Events of Default”") shall terminate occur for any obligation reason whatsoever (and whether such occurrence shall be voluntary or involuntary or be effected by operation of Lenders law or pursuant to make any additional Loan; judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
A. default in the payment of any interest upon the Note when such interest becomes due and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Paymentspayable, and any Obligations such default shall have continued for a period of ten days; or
B. default in the payment of principal of (or prepayment premium, if any, on) the Note when and other amounts owing under any Loan Documents immediately as the same shall become due and payable payable, whether at maturity or at a date fixed for principal payment or prepayment (including, without notice limitation, a principal payment or prepayment as provided in Section 6.1 or Section 6.2), or by acceleration or otherwise, and such default shall have continued for a period of default, presentment ten days; or
C. default in the performance or demand for payment, protest or notice observance of nonpayment or dishonor or any other notices covenant, agreement or demandscondition contained herein, and (2) give Agent and Lenders in the right to exercise any other right Note, the Deed of Trust, the Assignment or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this the Security Agreement or any Note Event of Default under the Deed of Trust or Assignment or Default under the Security Agreement shall occur, and such default shall have continued for a period of thirty days after notice from you; or
D. the Company or a Subsidiary shall not pay when due, whether by acceleration or otherwise, any evidence of indebtedness of the Company or such Subsidiary (other than the Note), or any condition or default shall exist under any such evidence of indebtedness or under any agreement under which the same may have been issued permitting such evidence of indebtedness to become or be declared due prior to the stated maturity thereof; or
E. the Company or any Subsidiary shall file a petition seeking relief for itself under Title 11 of the United States Code, as now constituted or hereafter amended, or an answer consenting to, admitting the material allegations of or otherwise not controverting, or shall fail to pay any fees timely controvert, a petition filed against the Company or other charges when due such Subsidiary seeking relief under any Loan Document and such failure continues for five (5) Business Days Title 11 of the United States Code, as now constituted or more after the same first becomes duehereafter amended; or an Event of Default as defined in the Company or any other Loan Document Subsidiary shall have occurred.
(b) Any representation file such a petition or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding answer with respect to itselfrelief under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors; or
F. a court of competent jurisdiction shall enter an involuntary Insolvency Proceeding order for relief which is not stayed within 60 days from the date of entry thereof against the Company or any Subsidiary under Title 11 of the United States Code, as now constituted or hereafter amended; or there shall be filed against Borrowerentered an order, judgment or decree by operation of law or by a court having jurisdiction in the premises which is not stayed within 60 days from the date of entry thereof adjudging the Company or any Subsidiary a bankrupt or insolvent, or ordering relief against the Company or any Subsidiary, or approving as properly filed a custodianpetition seeking relief against the Company or any Subsidiary, under the provisions of any other now existing or future bankruptcy, insolvency or other similar law of the United States of America or any State thereof or of any other country or jurisdiction providing for the reorganization, winding-up or liquidation of corporations or an arrangement, composition, extension or adjustment with creditors, or appointing a receiver, liquidator, assignee, sequestrator, trustee, assignee for the benefit of creditors, custodian or other similar official, shall be appointed to take possession, custody or control official of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit Company or any other monetary liability Subsidiary or of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.any
Appears in 1 contract
Samples: Loan Agreement (United Foods Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following events will constitute an event of default (each, each an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement Issuer or any Note when due; or major subsidiary depository institution (as defined for purposes of the Capital Adequacy Regulations, a “Major Subsidiary Depository Institution”) of Issuer shall fail to pay commence a voluntary case under any fees applicable bankruptcy, insolvency, liquidation, reorganization or other charges when due under any Loan Document and such failure continues for five (5) Business Days similar law now or more after hereafter in effect, or Issuer shall consent to the same first becomes due; appointment of a receiver, liquidator, trustee or an Event of Default as defined other similar official in any other Loan Document shall have occurred.liquidation, insolvency or similar proceeding with respect to Issuer or all or substantially all of its property; or
(b) Any representation a court or warranty madeother governmental agency or body having jurisdiction shall enter a decree or order for the appointment of a receiver, liquidator, trustee or other similar official in any liquidation, insolvency or similar proceeding with respect to Issuer or a Major Subsidiary Depository Institution of Issuer or all or substantially all of the property of Issuer or a Major Subsidiary Depository Institution of Issuer, or financial statementfor the winding up of the affairs or business of Issuer or a Major Subsidiary Depository Institution, certificate and such decree or other document provided, by Borrower under any Loan Document order shall prove to have been false or misleading remained in any material respect when made or deemed made herein.force for 60 days after the entry thereof; or
(c) Borrower shall fail Issuer or a Major Subsidiary Depository Institution of Issuer is notified that it is considered an institution in “troubled condition” within the meaning of 12 U.S.C. Section 1831i and the regulations promulgated thereunder; or
(d) Issuer (i) becomes insolvent or is unable to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; mature, (ii) makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, or other similar official, shall be appointed (iii) admits in writing its inability to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) dayspay its debts as they mature; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.or
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, Issuer materially breaches any of whichthe representations, warranties or covenants made by it in the reasonable judgment of Agent, would result in a Material Adverse Effect.Agreement; or
(f) Any sale, transfer Issuer fails to make any required payment of principal or other disposition of all interest hereunder or substantially all under any of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
Subordinated Notes when due and payable (g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any payment of interest, such failure to perform pay shall have continued for 30 calendar days); then, in the case of an Event of Default described in the foregoing clauses (a) or observe (b), unless the principal of this Note already shall have become due and payable, the Noteholder of this Note, by notice in writing to Issuer, may declare the principal amount of, and accrued and unpaid interest to the date of such occurrence on, this Note to be due and payable immediately and, upon any covenant which has such declaration the same shall become and shall be immediately due and payable. Issuer waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Issuer, within 45 calendar days after the receipt of written notice from the Noteholder or any other holder of the Subordinated Notes of the occurrence of an Event of Default with respect to this Note, shall mail to all the Noteholders, at their addresses shown on the Security Register (as defined in Section 10 below), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the subject giving of a prior failure within the preceding 180 days or which is a willful and knowing breach such notice as certified by BorrowerIssuer in writing.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (Western New England Bancorp, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation continuance of any Default, the obligation of each Lender to make any additional Loan shall be temporarily suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower Borrowers shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurredoccurred and be continuing.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Any Borrower shall fail to pay its debts generally as they become due due; or (ii) any Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of any Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of any Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of such Borrower pursuant to the provisions of such Borrower’s charter documents); or (iv) any Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Any Borrower shall be in default beyond any applicable period of grace or cure under any other material agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by any Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of any Borrower, including without limitation to any trust or similar entity, shall occur occur, except as otherwise permitted under Sections 6.4 or 6.5herein.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days Business Days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Any Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of such Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any senior officer of such Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and such Borrower timely notifies Agent Lender of such fact and such Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in such Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by such Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Virtuix Holdings Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspendedtemporarily suspended until such time (if any) as such Default has been cured within any applicable cure period or waived by Lender. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower Borrowers shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurredoccurred and be continuing.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Any Borrower shall fail to pay its debts generally as they become due due; or (ii) any Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of any Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of any Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of such Borrower pursuant to the provisions of such Borrower’s charter documents); or (iv) any Borrower shall take any corporate or company action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Any Borrower shall be in default beyond any applicable period of grace or cure under any other material agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by any Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of any Borrower, including without limitation to any trust or similar entity, shall occur occur, except as otherwise permitted under Sections 6.4 or 6.5herein.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days Business Days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Any Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of such Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any senior officer of such Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and such Borrower timely notifies Agent Lender of such fact and such Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in such Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by such Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Digital Caddies, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan The following events shall be suspended. The occurrence of any of the following (each, an “Event constitute Events of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay The Company defaults in the payment of any part of the principal of or interest or Terminal Payment under this Agreement or premium on any Note when due; it becomes due and payable, whether at maturity or shall fail to pay any fees at a date fixed for prepayment or other charges when due under any Loan Document and such failure continues for five (5) Business Days by declaration or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.otherwise;
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under The Company defaults in the payment of any Loan Document shall prove to have been false or misleading in installment of interest on any material respect when made or deemed made herein.Note for more than 20 days after it has become due and payable;
(c) Borrower shall fail The Company defaults in the performance of or compliance with any material term of this agreement, and such default is not remedied within 30 days after the holder of any Note gives the Company written notice thereof;
(d) The Company or any Subsidiary defaults (as principal, guarantor, or other surety) in the payment of principal of, premium or interest on, or any other payment of money due under, any other material obligation for borrowed money (including any obligation secured by a purchase money mortgage) beyond any provided period of grace, or in the performance of any other material agreement, term, or condition contained in any agreement under which such obligation is created if the effect of such default is to pay its debts generally as they cause, or permit the holder or holders of such obligation (or a trustee on their behalf) to cause, the obligation to become due before its stated maturity;
(e) The Company or shall commence any Insolvency Proceeding with respect to itself; Subsidiary (i) makes an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors, (ii) admits in writing to its inability to pay its debts as they become due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated a bankrupt or other similar officialinsolvent, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, (v) files any petition or appointment is acquiesced to by Borrower answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure similar relief under any other agreement involving present or future statute, law, or regulation, (vi) files an answer admitting or not contesting the borrowing material allegations of money, a material petition filed against the purchase of property, the advance of credit Company or any other monetary liability of any kind to Lenders or to any Person which results Subsidiary in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.proceeding,
Appears in 1 contract
Events of Default; Acceleration. Upon Each of the occurrence and during following shall constitute an "Event of Default" for purposes of this Mortgage:
a. Mortgagor fails to pay (i) any installment of principal or interest payable pursuant to the continuation of Note on the date when due, or (ii) any Defaultother amount payable to Lender under the Note, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of this Mortgage or any of the following other Loan Documents within five (each5) days after the date when any such payment is due in accordance with the terms hereof or thereof;
b. Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Note, this Mortgage or any of the other Loan Documents; provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Premises, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, threatened or jeopardized, then Mortgagor shall have a period ("Cure Period") of thirty (30) days after Mortgagor obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an “Event of Default shall not be deemed to exist during the Cure Period, provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
c. the existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to Mortgagee by Mortgagor or any guarantor of the Note;
d. Mortgagor or any guarantor of the Note files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal, state, or other statute or law, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or similar officer of Mortgagor or of all or any substantial part of the property of Mortgagor or any guarantor of the Note or any of the Premises or all or a substantial part of the assets of Mortgagor or any guarantor of the Note are attached, seized, subjected to a writ or distress warrant or are levied upon unless the same is released or located within ninety (90) days;
e. the commencement of any involuntary petition in bankruptcy against Mortgagor or any guarantor of the Note or the institution against Mortgagor or any guarantor of the Note of any reorganization, arrangement, composition, readjustment, dissolution, liquidation or similar proceedings under any present or future federal, state or other statute or law, or the appointment of a receiver, trustee or similar officer for all or any substantial part of the property of Mortgagor or any guarantor of the Note which shall remain undismissed or undischarged for a period of ninety (90) days;
f. the dissolution, termination or merger of Mortgagor or any guarantor of the Note;
g. the occurrence of a Prohibited Transfer;
h. the occurrence of an "Event of Default”) shall terminate " under the Note or any obligation of Lenders to make the other Loan Documents; or
i. the occurrence of a default in payment under, or the acceleration of indebtedness created by, the Senior Credit Facility, or any additional Loan; other loan documents evidencing and shallsecuring such indebtedness. If an Event of Default occurs, Mortgagee may, at its option, declare the option whole of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents the Indebtedness to be immediately due and payable without further notice to Mortgagor, with interest thereon accruing from the date of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurreduntil paid at the Default Rate.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principalInterest, all Terminal Payments, principal and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower to Lender or to induce Lender to enter this Agreement under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made hereinmade.
(ci) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount $250,000 (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty ten (3010) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) that has not been cured within any applicable cure period or waived by Lender shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty mademade herein, or which is contained in any financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein; provided, that, with respect to the Intellectual Property Agreement, Borrower’s representations or warranties made therein shall prove false or misleading in any material respect, and, as to any breach that is capable of cure, Borrower fails to cure such breach within thirty (30) days of the sooner to occur of Borrower’s receipt of notice of such breach from Lender or the date on which such breach first becomes known to a senior officer of Borrower.
(ci) Borrower shall fail admit in writing its inability to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five sixty (4560) days; or results in (ii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents) except as permitted under Section 6.4; or (iii) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative actionaction that has, or would reasonably be expected to have, the effect of suspending or terminating any defined benefit pension plan maintained by Borrower material portion of Borrower’s business; or any Pension Plan shall have any unfunded liabilities, any liabilities in excess of which, in the reasonable judgment of Agent, would result in a Material Adverse EffectThreshold Amount.
(f) Any Except as permitted pursuant to Section 6.5, any sale, transfer or other disposition of all or substantially all of the assets of Borrower, except for the creation of Permitted Liens, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is are not fully covered by insurance and which remain unsatisfied, unvacated or unstayed in pending appeal for thirty forty-five (3045) or more days Business Days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following events (each, an “Event of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable law:):
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; or shall fail to pay any fees or other charges when due under any Loan Document and such failure continues for five (5) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty mademade or deemed made in or in connection with any Transaction Document or the borrowings hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement, certificate statement or other document providedinstrument furnished in connection with or pursuant to any Transaction Document, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when so made, deemed made or deemed furnished;
(b) default shall be made herein.in the payment of any principal of this Note when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(c) Borrower default shall fail be made in the payment of any interest on this Note (other than any PIK Amount) or any other amount (other than an amount referred to pay its debts generally in (b) above) due under any Transaction Document, when and as they the same shall become due or and payable, and such default shall commence any Insolvency Proceeding with respect to itselfcontinue unremedied for a period of three (3) Business Days; or
(d) an involuntary Insolvency Proceeding proceeding shall be commenced or an involuntary petition shall be filed against Borrowerin a court of competent jurisdiction seeking (i) relief in respect of the Company or any of its Subsidiaries, or of a custodiansubstantial part of the property or assets of the Company or any of its Subsidiaries under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, assignee custodian, sequestrator, conservator or similar official for the Company or any of its Subsidiaries or for a substantial part of the property or assets of the Company or any of its Subsidiaries or (iii) the winding-up or liquidation of the Company or any of its Subsidiaries; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(e) the Company or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of its Subsidiaries or for a substantial part of the property or assets of the Company or any of its Subsidiaries, (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, (vi) become unable, admit in writing its inability or other similar official, shall be appointed fail generally to pay its debts as they become due or (vii) take possession, custody or control any action for the purpose of effecting any of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Agent, would result in a Material Adverse Effect.foregoing;
(f) Any saledefault shall be made in the due observance or performance by the Company of any covenant, transfer condition or agreement contained in this Note or any Transaction Document (other disposition than those specified in (b) or (c) above) and such default shall continue unremedied for a period of all or substantially all of three (3) Business Days following notice thereof from the assets of Borrower, including without limitation Holder to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.the Company;
(g) Any judgment(s) singly the Company or any Subsidiary shall default in the aggregate payment when due of any Debt in excess a principal amount greater than $500,000 and, as a result of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance such default, such Debt becomes immediately due and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.payable;
(h) Any Person the Company shall fail to obtain Stockholder Approval on or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.before August 15, 2010;
(i) Borrower any judgment or order for the payment of money in excess of $500,000 shall fail to perform be rendered against the Company or observe any covenant contained in Article 6 Subsidiary, shall remain unpaid or unstayed for a period of this Agreement.sixty (60) days, and shall not be covered by insurance; or
(j) Borrower shall fail the Continuing Directors do not at any time following the Board Appointment Date constitute at least a majority of the Board of Directors of the Company. then, and in every such event and at any time thereafter during the continuance of such event, the Holder may, by written notice to perform or observe any covenant contained in Section 5.9 the Company, accelerate the payment of all amounts due under this Note, whereupon the principal of this Agreement.
(k) Borrower Note, together with accrued Interest hereon and all other liabilities of the Company accrued hereunder and under any other Transaction Document, shall fail to perform or observe any covenant contained in this Agreement become forthwith due and payable, without presentment, demand, protest or any other Loan notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in any other Transaction Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) andto the contrary notwithstanding. Notwithstanding anything herein to the contrary, if capable an Event of being curedDefault described in paragraph (d) or (e) above occurs, all amounts due under this Note shall become immediately due and payable without notice or other act on the breach part of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by BorrowerHolder.
Appears in 1 contract
Samples: Senior Secured Convertible Note (SkyPostal Networks, Inc.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, an “Event Events of Default”) shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) if any Borrower shall fail to pay any principal of or interest or Terminal Payment under this Agreement or on any Note when due; or shall fail Loan to pay any fees or other charges it when due under any Loan Document and payable, and such failure continues shall continue for five (5) three Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurred.Days;
(b) Any if any Borrower shall fail to perform, discharge, observe or comply with any other term, covenant and agreement contained herein, and such failure shall continue unremedied for 30 days after written notice of such failure has been given to such Borrower by ABA;
(c) if an representation or warranty made, or financial statement, certificate or other document provided, by of any Borrower under any Loan Document contained in this Agreement shall prove to have been materially false or misleading in any material respect when made or deemed made herein.made;
(cd) if any Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, (or a custodian, receiver, trustee, assignee Trust of which it is a portfolio or fund) makes an assignment for the benefit of creditors, or admits in writing its inability to pay or generally fails to pay its debts as the mature or become due, or petitions or applies for the appointment of a trustee in bankruptcy or other similar officialcustodian, shall be appointed to take possession, custody liquidator or control of the properties of Borrower, and receiver for such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; of any substantial part of its assets, or results in the commences any case or other proceeding relating to such Borrower under any bankruptcy, reorganization, arrangement, insolvency, dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace liquidation or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability similar law of any kind to Lenders jurisdiction, now or to any Person which results hereafter in effect, or authorizes the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.foregoing; or
(e) Any governmental if any such petition or regulatory authority shall take application is filed or any judicial such case or administrative actionother proceeding is commenced against such Borrower (or Trust) and such Borrower (or Trust) indicates its approval thereof or consent thereto, or an order for relief or appointing any defined benefit pension plan maintained such trustee in bankruptcy or other custodian, liquidator or receiver is entered adjudicating such Borrower (or Trust) bankrupt or insolvent, or approving a petition in any such case or other proceeding, and such order remains unstayed and in effect for more than 60 days; then, in such event and without notice or demand by ABA, all outstanding Loans to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement shall become and be due and payable without presentment, demand, protest or notice, all of which are expressly waived by such Borrower. If any Event of Default shall have any unfunded liabilitiesoccurred and be continuing, any of whichABA may proceed to protect or enforce its rights against such Borrower by suit in equity, in the reasonable judgment of Agent, would result in a Material Adverse Effect.
(f) Any sale, transfer action at law or other disposition appropriate proceeding, and may proceed to enforce the payment of all amounts that shall have become due. No remedy conferred upon ABA herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.
(g) Any judgment(s) singly existing at law or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereofequity.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lenders Lender to make any additional Loan; and shall, at the option of Majority Lenders Lender (1) make all sums of Basic Interest and principal, all Terminal Payments, and as well as any other Obligations and other amounts owing under any Loan Documents Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest or Terminal Payment under this Agreement or any Note when due; Note, or shall fail to pay any fees or other charges when due under any Loan Document Document, and such failure continues for five three (53) Business Days or more after the same first becomes due; or an Event of Default as defined in any other Loan Document shall have occurredoccurred and is continuing.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(ci) Borrower shall fail to pay its debts generally as they become due due; or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; , an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or results in (iii) the dissolution dissolution, winding up, or termination of the business or cessation of operations of Borrower (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower pursuant to the provisions of Borrower’s charter documents); or (iv) Borrower shall take any action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of AgentLender, would result in could reasonably be expected to have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5occur.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal in the case of any judgment rendered in a federal court for thirty ten (3010) or more days after entry thereof, or in the case of any judgment rendered in a state court, for twenty (20) Business Days or more.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(ji) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform Article 5 or observe any covenant contained elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any senior officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Stable Road Acquisition Corp.)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of each Lender to make any additional Loan shall be suspended. The occurrence of If any of the following events (each, each an “"Event of Default”") shall terminate any obligation of Lenders to make any additional Loan; and shall, at the option of Majority Lenders (1) make all sums of Basic Interest and principal, all Terminal Payments, and any Obligations and other amounts owing under any Loan Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Agent and Lenders the right to exercise any other right or remedy provided by contract or applicable lawoccur:
(a) Borrower Debtor shall fail to pay any principal of interest on this Promissory Note or interest or Terminal Payment any other sum due under this Agreement Promissory Note, any Transaction Document, or any Note when due; or shall fail to pay any fees other note or other charges agreement between Debtor and RACC when the same becomes due under any Loan Document and such failure continues shall continue for five ten (510) Business Days or more after days beyond the same first becomes due; or an Event due date of Default as defined in any other Loan Document shall have occurred.such payment;
(b) Any Debtor shall fail to perform any term, covenant or agreement contained in any of the Transaction Documents and such failure shall continue for thirty (30) days after written notice;
(c) any representation or warranty made, of Debtor in any of the Transaction Documents or financial statement, in any certificate or other document provided, by Borrower under any Loan Document notice given in connection therewith shall prove to have been false or misleading in any material respect when at the time made or deemed made herein.to have been made;
(cd) Borrower Debtor shall be in default under any agreement or agreements evidencing (i) any other debt and similar monetary obligations (including, without limitation, capitalized leases, synthetic leases or securitization transactions) (collectively, "Indebtedness") owing to RACC or any of its affiliates, or (ii) any other Indebtedness in excess of $100,000.00 in aggregate principal amount, or shall fail to pay its debts generally as they become any such Indebtedness when due or within any applicable period of grace;
(e) any of the Transaction Documents shall commence any Insolvency Proceeding with respect cease to itself; be in full force and effect;
(f) Debtor (i) shall make an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee assignment for the benefit of creditors; (ii) shall be adjudicated bankrupt or insolvent; (iii) shall seek the appointment of, or other be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any case or proceeding under any bankruptcy, reorganization or similar officiallaw and, shall be appointed to take possessionin the case of an involuntary case or proceeding, custody such case or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or proceeding is not dismissed within forty forty-five (45) days; days following the commencement thereof, or results (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law;
(g) Debtor shall be unable to pay its debts as they mature;
(h) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against Xxxxxx that, together with other outstanding claims and execution actions against Xxxxxx, respectively, exceeds $100,000.00 in the dissolution or termination of the business of Borrower.aggregate;
(di) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lenders or to any Person which results in the acceleration prospect of payment of such obligation in an amount in excess of or performance by Xxxxxx or realization on the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of whichCollateral, in the reasonable judgment opinion of AgentRACC, would result in a Material Adverse Effect.is or becomes significantly impaired;
(fj) Any saleany of the Aircraft shall have been lost, transfer stolen or other disposition confiscated or shall have incurred substantial damage or have been destroyed to such an extent that the repair thereof is impracticable (as determined solely by RACC); or
(k) Debtor (i) sells, transfers or disposes of all or substantially all of its respective stock, assets or property, (ii) becomes the assets of Borrowersubject of, including without limitation to or engages in, a leveraged buy-out, or (iii) terminates its existence by merger, reorganization or consolidation. THEN, or at any trust or similar entity, shall occur except as permitted under Sections 6.4 or 6.5.time thereafter:
(g1) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which is not fully covered by insurance and which remain unsatisfied, unvacated or unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons who are not stockholders of Parent as of the Closing Date acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of the voting stock of Parent representing fifty percent (50%) or more of the outstanding voting power of Parent.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Agent or any Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and Borrower timely notifies Agent of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in In the case of any failure Event of Default under clauses (f) or (g), the entire unpaid principal amount of this Promissory Note and all other amounts payable hereunder, shall automatically become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Debtor; and
(2) In the case of any Event of Default other than under clauses (f) or (g), RACC may, by written notice to perform Xxxxxx, declare the unpaid principal amount of this Promissory Note and all other amounts payable hereunder, to be forthwith due and payable, without presentment, demand, protest or observe further notice of any covenant kind, all of which has been are hereby expressly waived by Debtor. In addition to and without in any way limiting the subject foregoing, upon the occurrence of an Event of Default or at any time thereafter, RACC may employ all remedies allowed by law, including, without limitation, those available to a prior failure within secured party under the preceding 180 days Uniform Commercial Code. No remedy herein conferred upon RACC is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or which is a willful and knowing breach by Borrowerhereafter existing at law or in equity or otherwise.
Appears in 1 contract
Samples: Group a Return Conditions Note (Great Lakes Aviation LTD)
