Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice: (a) The failure of Borrower to pay when due the interest on or the principal of any Advance; (b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties; (c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished; (d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral; (e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking; (f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors; (g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve; (h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank; (i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity; (j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or (k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 5 contracts
Samples: Advances and Security Agreement (Skyward Specialty Insurance Group, Inc.), Advances and Security Agreement, Advances and Security Agreement
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any of the following events or conditions shall terminate any obligation of default Lender to make any additional Loan; and shall, at the option of Lender ("Event 1) make all sums of Default")Basic Interest and principal, the Bank may at its own option declare all Indebtedness Terminal Payments, and accrued interest thereon, including other amounts owing under any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be Loan Documents immediately due and payable without presentmentnotice of default, demandpresentment or demand for payment, protest, protest or notice of nonpayment or dishonor or any further noticeother notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) The failure of Borrower shall fail to pay any principal, interest or Terminal Payment under this Agreement, or 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 interest on same first becomes due; or the principal an Event of Default as defined in any Advance;other Loan Document shall have occurred.
(b) The failure of Borrower to perform any promise Any representation or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advancewarranty made, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, financial statement, certificate or warranty made other document provided, by Borrower under any Loan Document shall prove to have been false or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false misleading in any material respect when made or furnished;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 sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) The issuance 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 tax levy, seizure, attachment, garnishment, levy kind to Lender or to any Person which results in the acceleration of execution, or other legal process with respect to payment of such obligation in an amount in excess of the Collateral;Threshold Amount.
(e) Any suspension of payment governmental or regulatory authority shall take any judicial or administrative action that would have a Material Adverse Effect and which cannot be cured by Borrower to any creditor within thirty days of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;such action.
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case Any sale, transfer or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower disposition of all or a substantial or material part of the assets of Borrower, including without limitation to any trust or similar entity, shall occur where such sale, transfer, lease or other disposition of assets would constitute a Material Adverse Change.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which remain unsatisfied, unvacated or the taking of any other action by Borrower to liquidate unstayed pending appeal for thirty (30) or dissolve;more days after entry thereof.
(h) The cessation 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 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 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 Lender of such fact and Borrower diligently pursues such cure, then the cure period shall be extended to be a type of institution the date requested in Borrower's notice but in no event more than 90 days from the initial breach; PROVIDED, FURTHER, that is eligible under the Act such additional 60-day opportunity to become a Borrower of the Bank; or cure shall not apply in the case of member borrowers, termination any failure to perform or observe any covenant which has been the subject of a prior failure within the membership of Borrower in the Bank;
(i) Merger, consolidation, preceding 180 days or other combination of Borrower with an entity that which is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably willful and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultknowing breach by Borrower.
Appears in 4 contracts
Samples: Loan and Security Agreement (Adforce Inc), Loan and Security Agreement (Adforce Inc), Loan and Security Agreement (Adforce Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank FHLBank may at its own option and notwithstanding any other provision hereof, by a notice to the Institution, declare all Indebtedness and Indebtedness, including but not limited to any accrued interest thereon, including and any prepayment fees and charges that are provided for in the event of the upon payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable payable, without presentment, demand, protest, protest or any further notice:
a. Failure of the Institution to keep sufficient available balances on deposit with FHLBank to pay any interest, principal or other amount then due and owing to FHLBank one (a1) The Business Day after FHLBank gives notice to the Institution that its available balances on deposit with FHLBank are insufficient to pay amounts then due and owing; or
b. Continued failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower Institution to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
this Agreement for five (c5) Evidence coming Business Days after FHLBank gives notice to the attention Institution of such failure; or
c. Continued failure of the Bank that any representation, statement, or warranty made or furnished in any manner Institution to provide adequate Eligible Collateral as required by FHLBank for three (3) Business Days after FHLBank gives notice to the Bank by or on behalf Institution of Borrower in connection with any Advance, any specification of Qualifying 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 any certification of Fair Market Value was false in any material respect when made or furnished;; or
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) d. Any suspension of payment by Borrower the Institution to any creditor of sums due or the occurrence of any event that results (or which with the giving of notice or passage of time or both will result) in acceleration of the maturity of any indebtedness of Borrower the Institution to others under any obligation, security agreement, indenture, loan agreementagreement or other undertaking, provided that such indebtedness is a material amount with respect to the Institution and is not subject to a good faith dispute, or comparable undertaking;the Institution’s admission that it is unable to pay its debts as they mature; or
(f) The appointment e. Appointment of a conservator trustee, conservator, receiver, liquidator, custodian or receiver similar official for Borrower the Institution, or any subsidiary for substantially all of Borrower the Institution’s property, or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment judgment, decree or decree administrative decision adjudicating Borrower the Institution insolvent or any subsidiary of Borrower insolvent; bankrupt, or the commencement of a case or other proceeding proceedings seeking any of the foregoing if such proceedings have not been dismissed within 30 calendar days; or
f. Sale by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower Institution of all or a material part substantially all of the Institution’s assets of Borrower or the taking of any other action by Borrower the Institution to liquidate or dissolve;; or
(h) The cessation g. Termination of Borrower the Institution’s membership in FHLBank or the Institution’s ceasing to be a type of financial institution that is eligible under the Act to become a Borrower member of the BankFHLBank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;or
(i) h. Merger, consolidation, consolidation or other combination of Borrower the Institution with an entity that is not a member of FHLBank if the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible nonmember entity is the surviving entity;entity in such transaction; or
(j) The Bank i. FHLBank determines that any representation or warranty made or furnished by the Institution, its employees or other representatives to FHLBank, in this Agreement or in any other manner, in connection with any Advance or other Indebtedness or Collateral, is incorrect or misleading in any material respect; or
j. FHLBank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower Institution that materially impairs its ability to pay its debts as theretofore most recently disclosed to the Bankthey mature; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultk. Failure of the Institution to make such notification as required by Section 3.5(f).
Appears in 3 contracts
Samples: Advance, Pledge and Security Agreement (Federal Home Loan Bank of Topeka), Advance, Pledge and Security Agreement (Federal Home Loan Bank of Topeka), Advance, Pledge and Security Agreement (Federal Home Loan Bank of Topeka)
Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at Lender's option, be due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default (each of which shall be hereinafter referred to as an "Event of Default"), ) ") and the Bank may at failure by Borrower to cure such Event of Default within thirty (30) days of receipt of written notice from Lender of its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in intent to accelerate the event repayment of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
Note on account thereof: (a) The default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) failure of Borrower after reasonable written request by Lender to pay when due permit the interest on inspection of books or the principal of any Advance;
(b) The failure records of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower at a reasonable time and the Bank are parties;
place; (c) Evidence coming to the attention issuance of the Bank that any representation, statement, injunction or warranty made of an attachment or furnished in judgment against any manner to the Bank by or on behalf property of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
securing the Note which is not discharged within ten (10) business days after issuance; (d) The issuance the insolvency of Borrower, or the filing of any tax levybankruptcy, seizurereorganization, attachmentdebt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, garnishment, levy any of executionwhich is either consented to or acquiesced in by Borrower or remains undismissed for thirty (30) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or other legal process with respect to the Collateral;
(e) Any suspension of payment consent by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator receiver, liquidator, assignee, trustee, custodian or receiver similar official for Borrower or any subsidiary of Borrower its property, as the case may be, or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment making by Borrower or of any subsidiary of Borrower assignment for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or (e) material failure of a "Condition of Lending" described hereinafter in Section 6. A violation or breach of a representation or warranty by the case Borrower shall not constitute an Event of member borrowers, termination Default and will not excuse Lender from performance of the membership of its obligations hereunder but such violation or breach may entitle Lender to seek damages from Borrower in the Bank;
(i) Merger, consolidation, resulting from such violation or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultbreach.
Appears in 2 contracts
Samples: Revolving Credit Loan Agreement (Kestrel Energy Inc), Revolving Credit Loan Agreement (Kestrel Energy Inc)
Events of Default; Acceleration. Upon Any one or more of the occurrence following shall constitute events of and during default hereunder: (a) default by Borrower in the continuation payment or performance, when due or payable, of any of the following events Obligations; (b) the making by the Borrower of any misrepresentation to the Bank hereunder, or conditions otherwise for the purpose of obtaining loan advances or an extension of same; (c) failure of the Borrower after request by the Bank to furnish promptly financial information or to permit promptly the inspection of books or records; (d) failure of Borrower to perform or observe any of the provisions of this Agreement or of any other instrument pertaining to the Obligations or secured property (subject to a ten (10) day cure period after written notice from the Bank is received by the Borrower); (e) issuance of an injunction or attachment against property of the Borrower which the Bank in good faith considers materially adverse to such Borrower’s financial condition; (f) appointment of a receiver or liquidator of any part of the property of the Borrower, or if the management of Borrower is assumed by any supervisory authority; (g) the commencement by or against the Borrower of any proceeding under any bankruptcy, arrangement, reorganization, insolvency or similar law for the relief of debtors; (h) termination for any reason of Borrower’s membership in the Bank or its status as a nonmember mortgagee and/or state housing finance agency eligible for advances hereunder; (i) an event of default occurs under any PLEDGE AND SECURITY AGREEMENT between any affiliate of Borrower and Bank; ("Event j) the occurrence of Default")such a change in the condition or affairs (financial or otherwise) of the Borrower, or of an affiliate supplying secured property securing the Obligations, as in the good faith opinion of the Bank may at impairs the Bank’s security or increases its own option declare all Indebtedness and accrued interest thereon, including risk; or (k) if the Bank in good fxxxx xxxxx itself insecure. Upon occurrence of any prepayment fees and charges that are provided for in the event of the payment events of an Advance before default and failure by the date(s) scheduled for repaymentBorrower to cure within the applicable cure period, if any, any or all of the Obligations shall, at the option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing or document relating to the Obligations, be immediately due and payable without presentmentnotice or demand (except for the events of default noted in Subsections (j) and (k) above, demandfor which the Bank must give written notice to the Borrower). The Bank may then, protestwithout first resorting to any other property securing the Obligations from other parties (including, without limitation, property provided by any affiliate of Borrower), exercise any one or more of the rights and remedies granted pursuant to this Agreement and/or the Credit Policy and also exercise any further notice:
(a) The failure or all of Borrower the rights and remedies afforded to pay when due a secured party under the interest on Uniform Commercial Code as enacted in Ohio or the principal Borrower’s state of any Advance;
(b) The failure of Borrower to perform any promise operation or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to under the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence Act. In case of any event that results in acceleration of default hereunder, Borrower agrees, upon the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower request of the Bank; , to promptly dissolve or cause the dissolution of any subsidiary or affiliate providing secured property under a PLEDGE AND SECURITY AGREEMENT and the distribution of such secured property to Borrower. Upon repossession or recovery of the secured property by the Bank, it may, after reasonable written notification to the Borrower, sell the secured property at public or private sale, at which sale the Bank may become the purchaser. The proceeds of sale of the secured property shall be applied to the Obligations in such manner and order of priority as the Bank may determine. Pending any such action, the Bank may liquidate the secured property and/or continue to use and exercise rights of ownership pertaining to the secured property. Borrower does hereby make, constitute and appoint Bank as its true and lawful attorney-in-fact to deal with the secured property and, in the case Borrower’s name and stead to sell, assign, collect, compromise, settle and release of member borrowers, termination record any portion of the membership of secured property as fully as Borrower in could do if acting for itself. The Borrower hereby agrees to be liable to the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity Bank for any deficiency that is not a member may result upon such liquidation and sale of the Bank secured property and waives all claims for damages by reason of any seizure, repossession, retention, use or is not otherwise eligible to borrow from the Bank sale of said secured property. The requirement of reasonable notice, if necessary, shall be met if such non-member or non-eligible entity notice is mailed, postage prepaid, to the surviving entity;
first of the places of business of the Borrower shown in this Agreement at least ten (j10) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from days before the time of the making sale or other disposition. While exercising its rights as a secured party hereunder, including use and receipt of benefits from the secured property, and provided the Bank’s actions are commercially reasonable under the circumstances or do not constitute negligence or willful misconduct, the Bank shall not be liable in any fashion to the Borrower or third party (including without limitation Borrower’s customers or shareholders) for any damages arising from such use, or any obligations, duties or liabilities of the Borrower in connection therewith (including without limitation Borrower’s contracts, agreements, guarantees, commitments or warranties). Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or hereafter existing at law or in equity or otherwise. The exercise of any Advance such rights, powers or from remedies shall not preclude the condition simultaneous or later exercise of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultany or all other such rights, powers or remedies.
Appears in 2 contracts
Samples: Blanket Agreement for Advances and Security Agreement (Federal Home Loan Bank of Cincinnati), Blanket Agreement for Advances and Security Agreement (Federal Home Loan Bank of Cincinnati)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any 20.1 Each of the following events or conditions circumstances shall constitute an event of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of 20.1.1 the Borrower fails to pay when due the interest on or the principal of any Advancesum payable under this Agreement, any Admission Form and/or any Promissory Note ;
20.1.2 any representation, warranty or statement made by the Borrower or statement or certificate remitted under this Agreement or under any Admission Form, or any document delivered to any Bank in connection with this Agreement or any Admission Form proves to be untrue, incomplete or misleading ;
20.1.3 the Borrower fails to perform or comply with any of its other obligations or undertakings arising from this Agreement, any Admission Form, any Promissory Note and/or any Letter of Instructions ;
20.1.4 the Borrower fails to (a) pay when due any indebtedness arising from any other agreement, even entered into with a third party, or (b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection comply with any Advanceof its obligations under any such agreement, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect thereby entitling the creditor to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of accelerate the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertakingthe debt ;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in 20.1.5 the financial condition of the Borrower from deteriorates significantly or any event makes it difficult for the time Borrower to perform and comply with its obligations under this Agreement, any Admission Form and/or any Promissory Note ;
20.1.6 a legal or factual event occurs such as a general moratorium, a nationalization, a natural catastrophe, or any general or special action is taken in the country of the making Borrower or in a third country through which payments are to be made (a) which impedes or threatens to impede the payment by the Borrower of any Advance sum owed under the Agreement, any Admission Form and/or any Promissory Note, (b) or from may have a material adverse effect on the business, the assets or the economical or financial condition of the Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.;
Appears in 2 contracts
Samples: Master Credit Agreement (Leitesol Industry & Commerce Inc.), Master Credit Agreement (Mastellone Brothers Inc)
Events of Default; Acceleration. Upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of the Loan Documents and during the continuation Obligations (collectively “Events of Default”): (1) if any statement, representation or warranty made by the Borrower or Guarantors in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule or certificate furnished by the Borrower or Guarantors or any of its officers or accountants to the Lender, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect (as determined in the Lender’s reasonable discretion); (2) default by the Borrower in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default by the Borrower in the performance or observance of any of the following events provisions, terms, conditions, warranties or conditions covenants of default ("Event of Default")this Agreement, the Bank may at its own option declare all Indebtedness and accrued interest thereonLoan Documents or any other of the Obligations; (4) the dissolution, including any prepayment fees and charges that are provided for termination of existence, merger or consolidation of the Borrower or a sale of Borrower’s business, capital stock, or the Collateral not in the event ordinary course of business; (5) the payment of an Advance before Borrower or the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
Guarantors shall (a) The failure apply for or consent to the appointment of Borrower to pay when due the interest on a receiver, trustee or the principal liquidator of it or any Advance;
of its property, (b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of make a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an general assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
, (gc) The sale be adjudicated as bankrupt or insolvent, (d) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts; (6) proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of the Borrower, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, trustee or liquidator of the Borrower or Guarantors, or of all or a material substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (7) the assets of Borrower Borrower’s inability to pay its debts as they mature or other insolvency, however defined and determined by the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the BankLender in its sole discretion; or in (8) a judgment for the case payment of member borrowers, termination of money shall be rendered against the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that could have a material adverse change has occurred in effect upon the financial condition of Borrower and the same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed. Notwithstanding anything herein or in the other Loan Documents to the contrary, an Event of Default shall not be deemed to be occurring hereunder or under any Loan Documents during any period from (X) the time date the Borrower files a registration statement on form S-1 for the purpose of an initial public offering until (Y) the earlier of (i) two business days after the date such initial public offering is consummated, and (ii) the date the Borrower withdraws such registration statement (such period, the “IPO Preparation Period”); provided that the Company is diligently pursuing an initial public offering during the IPO Preparation Period. Upon the occurrence of any Event of Default, the Lender’s commitment to make further Loans under the Loan Documents or any other agreement with the Borrower shall immediately cease and terminate and, at the election of the making Lender, all of any Advance or from the condition Obligations of the Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably Lender, either under this Agreement, the Loan Documents, or otherwise, will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the Lender may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Borrower, the Guarantors and any other endorser or guarantor of the Borrower’s Obligations, either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with the rights of a secured party under the Uniform Commercial Code, under any Loan Documents, under any other agreement between the Borrower and the Lender, or under any agreement between any guarantor or endorser of the Borrower’s Obligations to the Lender, and to apply the proceeds thereof to payment of the Obligations of the Borrower to the Lender in such order and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise such manner as the Lender, in defaultits sole discretion, deems appropriate.
Appears in 2 contracts
Samples: Commercial Loan Agreement (VeriChip CORP), Commercial Loan Agreement (Applied Digital Solutions Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("“Event of Default"’), the Seattle Bank may at its own option option, by a notice to Customer, declare all Indebtedness and accrued interest thereon, including any prepayment fees and or charges that which are provided for payable in the event of connection with the payment prior to the originally scheduled maturity of an any Advance before the date(s) scheduled for repaymentor Other Credit Accommodation, to be immediately due and payable without presentment, demand, protest, protest or any further noticenotice and/or terminate any obligation on the part of Seattle Bank in respect of any Commitment to make or continue making any Advances:
(a) The failure 4.1.1 Failure of Borrower Customer to pay when due the any interest on or the principal of any Advance;Advance or Other Credit Accommodation; or
(b) The failure 4.1.2 Failure of Borrower Customer to perform any promise or obligation or to satisfy any condition or liability contained hereinin this Agreement, in the Credit Policy or any Advances Note, Advance Master Application or Advance Confirmation of AdvanceAdvice, or in any other agreement to which Borrower Customer and the Seattle Bank are parties;, whether pertaining to any Advance, Other Credit Accommodation or Other Obligations; or
(c) 4.1.3 Evidence coming to the attention of the Seattle Bank that any representationrepresentations, statementstatements, or warranty made or furnished in any manner to the Seattle Bank by or on behalf of Borrower Customer in connection with any AdvanceAdvance or Other Credit Accommodation, any specification of Qualifying Collateral, Eligible Collateral or any certification of Fair Market Value was false were false, misleading or incomplete in any material respect when made or, with the passage of time, have become untrue in any material respect; or
4.1.4 Failure of Customer to maintain adequate Eligible Collateral free of any encumbrances or furnished;claims as required in this Agreement, or any material damage to or loss of Eligible Collateral, or any sale or encumbrance of any Eligible Collateral except as permitted by this Agreement
(d) 4.1.5 The issuance of any tax tax, levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to any of the Collateral;; or
(e) 4.1.6 Any suspension of payment by Borrower Customer to any creditor of sums due or the occurrence of any event that which results in acceleration of another creditor having the right to accelerate the maturity of any indebtedness of Borrower to others Customer under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;; or
(f) The 4.1.7 Any taking over of the Customer or any of its assets or affiliates by a supervising agency, or an application for or appointment of a conservator or receiver for Borrower Customer or any subsidiary affiliate of Borrower Customer or the property Customer’s Federal Home Loan Bank of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; Seattle Advances, Security and Deposit Agreement property, entry of a judgment or decree adjudicating Borrower Customer or any subsidiary affiliate of Borrower insolvent; commencement of a case Customer insolvent or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationbankrupt, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower Customer or any subsidiary affiliate of Borrower Customer for the benefit of creditors;, or the entry of any supervisory or consent order pertaining to Customer or any affiliate of Customer by any regulatory body or by any court at the request of such regulator; or
(g) The sale 4.1.8 Sale by Borrower Customer of all or a material part of the assets of Borrower Customer’s asset or the taking of any other action by Borrower Customer to liquidate or dissolve;; or
(h) The cessation 4.1.9 Termination of Borrower Customer’s membership in Seattle Bank, or Customer’s ceasing to be a type of financial institution that is eligible under the Act or the Regulations to become a Borrower Customer of the Seattle Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;or
(i) 4.1.10 Merger, consolidation, consolidation or other combination of Borrower Customer with an entity that which is not a member Customer of the Bank or is not otherwise eligible to borrow from the Seattle Bank if such the non-member or non-eligible Customer entity is the surviving entity;; or
(j) The 4.1.11 Seattle Bank reasonably and determines in good faith determines that a material adverse change has occurred in the financial condition of Borrower Customer from that disclosed at the time of the making of any Advance or from the condition of Borrower Customer as theretofore most recently disclosed to the Seattle Bank; or
(k) The 4.1.12 Seattle Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower Customer is not otherwise in default; or
4.1.13 Customer has borrowed, or committed to borrow, from any source an amount that is greater than the amount Customer is permitted to borrow under applicable law.
Appears in 2 contracts
Samples: Advances, Security and Deposit Agreement (Federal Home Loan Bank of Seattle), Advances, Security and Deposit Agreement (Federal Home Loan Bank of Seattle)
Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default (each of which shall be hereinafter referred to as an "Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
): (a) The default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) failure of Borrower after request by Lender to pay when due permit the interest on inspection of books or the principal records of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
Borrower; (c) Evidence coming to the attention issuance of the Bank that any representation, statement, injunction or warranty made of an attachment or furnished in judgment against any manner to the Bank by or on behalf property of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
that is not discharged within thirty (30) days after issuance; (d) The issuance the insolvency of Borrower, or the filing of any tax levybankruptcy, seizurereorganization, attachmentdebt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, garnishment, levy any of executionwhich is either consented to or acquiesced in by Borrower or remains undismissed for sixty (60) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or other legal process with respect to the Collateral;
(e) Any suspension of payment consent by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator receiver, liquidator, assignee, trustee, custodian or receiver similar official for Borrower or any subsidiary of its, his or her property, as the case may be, or the making of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; (e) a change in the condition or affairs (financial or otherwise) of Borrower, which in 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) default in the performance of any obligation, covenant or agreement contained or referred to herein or in the Note or in the Guaranty; or (g) The sale by Borrower failure of all or a material part "Condition of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or Lending" described hereinafter in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultSection 6.
Appears in 2 contracts
Samples: Revolving Credit Loan Agreement, Revolving Credit Loan Agreement (SPYR, Inc.)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("“Event of Default"”), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 1 contract
Samples: Advances and Security Agreement (Tectonic Financial, Inc.)
Events of Default; Acceleration. Upon Any or all of the Liabilities shall be, at the option of Bank and notwithstanding any time or credit allowed by any instrument evidencing any of the Liabilities or under any of the Loan Documents, immediately due and payable without notice or demand, and the obligation of Bank to make advances under any revolving line of credit, or other loan shall immediately cease and terminate upon the occurrence of and during the continuation of any of the following events or conditions of default (singularly an "Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for ): (1) default in the event payment or performance, when due or payable, of any of the payment Liabilities, or of an Advance before any liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the date(sLiabilities (severally a "Promisor"); (2) scheduled for repaymentfailure by Obligor, Borrower or any other person or entity, as applicable, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The pay or perform any act or obligation imposed hereby or by any of the other Loan Documents, or (b) comply with any of the terms, conditions, covenants or requirements described herein or contained or referenced in one or more of the Loan Documents; (3) failure of Obligor, Borrower or any other person or entity, as applicable, to pay when due (a) any tax (subject to the interest on right of Obligor to contest same as provided in paragraph 17 hereof), or the principal of any Advance;
(b) The any premium on (i) any insurance policy assigned to Bank, or (ii) any insurance covering any Collateral; (4) if any warranty or representation contained herein shall prove false or misleading with respect to a material fact or if Obligor or Borrower or any Promissory made or makes any other misrepresentation to Bank for the purpose of obtaining credit or any extension of credit; (5) failure of Obligor, Borrower or any Promisor to perform any promise or obligation furnish financial information or to satisfy permit the inspection of the books or records or Collateral of Obligor, Borrower or of any condition Promisor; (6) the loss, theft, damage, sale, destruction or liability contained hereinencumbrance of any uninsured material portion of the Collateral, or the sale or encumbrance or the issuance of any execution or the making of any levy, seizure or attachment thereof or thereon; (7) the insolvency, dissolution, liquidation, suspension of business or death of the Obligor or the Borrower or of any Promisor, or of any of the Obligor's or the Borrower's or such Promissor's principal officers if a corporation, or of any of the Obligor's or the Borrower's general partners if a partnership; (8) the Obligor or the Borrower or any Promisor shall (i) fail or admit in writing the inability of the Obligor or the Borrower or any Promisor to pay the Obligor's or the Borrower's or such Promisor's debts generally as they become due, (ii) make a general assignment for the benefit of creditors or have an order for relief entered against the Obligor or the Borrower or any Promisor in any Confirmation of Advanceproceeding under the Federal bankruptcy code, or (iii) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against the Obligor or the Borrower or such Promisor in any other agreement to which proceeding under any such law, or if corporate or partnership action should be taken by the Obligor or the Borrower and or any Promisor for the Bank are parties;
(c) Evidence coming to the attention purpose of effecting any of the Bank that foregoing; (9) the appointment of a receiver trustee, liquidator or custodian of the Obligor or the Borrower or any representationPromisor or of any of their respective properties or assets; (10) the filing of a petition without the application, statementapproval or consent of the Obligor or the Borrower or any Promisor in any court of competent jurisdiction, seeking the bankruptcy or reorganization of the Obligor or the Borrower or of any Promisor or of all or a substantial part of their respective properties or assets, or warranty made seeking an arrangement with the creditors of any of them, and such petition shall not be dismissed within 30 days after the filing thereof; (11) any change in the ownership nature, management or furnished control of Borrower or Obligor without the prior written consent of Bank; (12) failure of Obligor or Borrower or any other person or entity to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection with any manner to of the Bank Loan Documents; (13) fraud or misrepresentation by or on behalf of Obligor or Borrower in connection Obligor's or Borrower's transactions with Bank; (14) violation of or failure to abide by any Advancecovenant, any specification term or provision of Qualifying Collateral, this Agreement or any certification of Fair Market Value was false in any material respect when made the Loan Documents; or furnished;
(d) The issuance the termination, cancellation or revocation of any tax levyLoan Document without Bank's consent or the determination that any of the Loan Documents is void, seizure, attachment, garnishment, levy voidable or unenforceable; (15) any default or event of execution, default under any of the Loan Documents; or (16) any default or event of default of Obligor or Borrower under any other legal process with respect to the Collateral;
(e) Any suspension of payment loan or indebtedness owing by Obligor or Borrower to any creditor of sums due Bank, whether or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower not arising under the federal bankruptcy laws; entry Loan Documents. Notwithstanding the foregoing, Obligor or Borrower shall have sixty (60) calendar days to cure any Event of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowersDefault without penalty, termination or payment demand of the membership this Loan Agreement. Digital Fusion, Inc., Obligor Digital Fusion, Inc., Borrower By: /s/ Roy E. Crippen, III By: /s/ Gary S. Ryan ----------------------------------- ------------------------------- Its: CEO Its: President ----------------------------------- --------------------------------- Digital Fusion Solutions, Inc., Borrower Digital Fusion Solutions, Inc., Obligor By: /s/ Roy E. Crippen, III By: /s/ Gary S. Ryan ----------------------------------- ------------------------------- Its: President Its: President ----------------------------------- --------------------------------- Summit Research Corporation, Obligor Summit Research Corporation, Guarantor By: /s/ Roy E. Crippen, III -------------------------------------------- Xxx: Xxxxident -------------------------------------------- /s/ Roy E. Crippen, III -------------------------------------------------- Xxx X. Xxxxpen, III, Guarantor /s/ Gary S. Ryan -------------------------------------------------- Gary X. Xxxx, Xxarantor First Commercial Bank of Borrower in the Bank;
(i) MergerHuntsville, consolidationBank Xx: /x/ Xndy Kattos -------------------------------------------- Its: Xxxxxx Xxce President --------------------- ---------------------------------------------------------------------------------------------------- Loan Number 69403234 / 50 DIGITAL FUSION, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such nonINC. FIRST COMMERCIAL BANK Date 03/10/2005 DIGITAL FUSION SOLUTIONS, INC. OF HUNTSVILLE Maturity Date 04/10/2006 4940 CORPORATE DRIVE NW 301 WASHINGTON STREET Lxxx Xxxxxx $ 0,000,000.00 SUITE A HUNTSVILLE, AL 35801 HUNTSVILLE, AL 35808 Fxx. Xxx XX 00-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.0017344
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events or conditions of default ("Event Events of Default") shall occur: (i) any amount payable hereunder shall not be paid when due; (ii) any representation, warranty or statement made or deemed made by the undersigned in this Note, in any collateral documents executed contemporaneously herewith, or if subsequent hereto, contemplated hereby or which is contained in any certificate, document, financial or other statement, furnished at any time in connection with this Note shall prove to be incorrect or untrue in any material respect when made or deemed made; (iii) failure by the undersigned to perform or observe any covenant or agreement contained in this Note, the Reimbursement Agreement or the Security Agreement (as defined below); (iv) any event described in Paragraphs 12(b) or (c) of the Reimbursement Agreement shall have occurred which event entitles the Bank to terminate its obligation to issue Letters of Credit under (and as defined in) the Reimbursement Agreement (whether or not the Reimbursement Agreement is then in effect and whether or not the Bank has actually terminated its obligation to issue Letters of Credit thereunder); (v) the undersigned shall be dissolved or shall become insolvent or admit in writing its inability to pay its debts or make a general assignment for the benefit of creditors, or if any proceeding shall be instituted by or against the undersigned seeking a garnishment, an adjudication of bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment or composition of the debts of such person or entity under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of or the taking possession by a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar official for such person or entity or the property thereof, or the undersigned shall take any action to authorize any of the foregoing; (vi) any governmental authority or any court at the instance thereof shall take possession of any substantial part of the property of, or assume control over the affairs or operations of, the undersigned, or the transaction of the usual business of the undersigned shall be suspended; or (vii) the undersigned shall grant or suffer to exist any security interest, lien, charge or other encumbrance on the Collateral (as defined in paragraph 14); then, and in each such event (unless the Bank shall otherwise elect in writing), any obligation on the Bank may at its own option declare Bank's part to extend or maintain credit to the undersigned hereunder shall immediately cease and this Note and all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event obligations of the payment of an Advance before the date(s) scheduled for repayment, to undersigned hereunder shall forthwith be immediately due and payable without presentment, demand, protest, protest or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal other notices of any Advance;
(b) The failure kind, all of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in which are hereby waived by the undersigned. Notwithstanding any other agreement to which Borrower and rights the Bank are parties;
(c) Evidence coming to the attention of the Bank that may have under any representationapplicable law and hereunder, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or upon the occurrence of an Event of Default, the Bank shall have the right to apply (including by way of set off) any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law undersigned now or hereafter in effect; the possession or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member control of the Bank or is not otherwise eligible (including account balances) to borrow from a reduction of the obligations of the undersigned under this Note. The undersigned hereby pledges all such property to the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultsecure this Note.
Appears in 1 contract
Samples: Letter of Credit Reimbursement Agreement (Bf Enterprises Inc)
Events of Default; Acceleration. Upon If any one or more of the occurrence following events (herein called "EVENTS OF DEFAULT" and individually, an "EVENT OF DEFAULT") shall occur:
(a) failure of the Borrower to pay principal, interest or any other sum due hereunder or under the Note when due and during payable;
(b) failure of the Borrower to pay when due and payable any amount (whether principal, interest or any other sum) to the Bank under any other loan that has been extended by the Bank to the Borrower;
(c) breach by Borrower of any covenants forth in Article VII (B) or (C) hereof;
(d) failure of the Borrower to perform when due, or to comply with any other covenant, duty, indebtedness, liability or obligation arising under, this Agreement or any of the other Financing Agreements and a continuation of such failure for a period of thirty (30) calendar days thereafter;
(e) any representation or warranty of the Borrower in this Agreement or any of the other Financing Agreements or in any other document or instrument delivered pursuant to or in connection with this Agreement shall have been false in any material respect upon the date when made or deemed to have been made or repeated;
(f) the Borrower or any of its Subsidiaries shall fail to pay when due, or within any applicable period of grace, any obligation for borrowed money or credit received, or in respect of any Capitalized Leases, in an amount in excess of $300,000; or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received, or in respect of any Capitalized Leases, in an amount in excess of $300,000, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;
(g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for the Borrower or any of its Subsidiaries or of any substantial part of the assets of any of them or shall commence any case or other proceeding relating to any of them under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing; or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of such entities and it indicates its approval thereof, consents thereto or acquiesce therein or such petition or application shall not have been dismissed within forty-five (45) days following events the filing thereof;
(h) a decree or conditions order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower or any of its Subsidiaries 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 any of them in an involuntary case under federal bankruptcy laws as now or hereafter constituted;
(i) there shall be commenced against the Borrower any lawsuit or proceeding that could reasonably be expected to have a Material Adverse Effect on the Borrower and is not dismissed within thirty (30) days;
(j) there shall remain in force, undischarged, unappealed, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment in a court of competent jurisdiction over the Borrower or any Subsidiary against any of the Borrower and the Subsidiaries;
(k) if any of the Financing Agreements shall be cancelled, terminated, revoked or rescinded or the Bank's security interests, in any of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated hereby, in each case otherwise than in accordance with the terms thereof and without the Bank's prior written consent, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Financing Agreements shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Financing Agreements is illegal, invalid or unenforceable in accordance with the terms thereof;
(l) the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency in a manner that has a Material Adverse Effect and such order shall continue in effect for more than fifteen (15) days;
(m) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility or location of the Borrower or any of its Subsidiaries, and which may have a Material Adverse Effect;
(n) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of its Subsidiaries, if such loss, suspension, revocation or failure to renew may have a Material Adverse Effect;
(o) the Borrower or any of its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any of its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such entity having a fair market value sufficient to constitute a Material Adverse Effect;
(p) the occurrence of any event which has a Material Adverse Effect;
(q) the occurrence of a default or event of default ("howsoever defined) under any other agreements between the Bank and the Borrower;
(r) the honoring by the Bank of drafts in excess of $5,000,000 in the aggregate presented under Standby Letters of Credit in any twelve (12) month period from the date hereof (other than drafts which the Bank believes are being contested by Borrower in good faith), or
(s) the occurrence of a transfer of a controlling interest of the capital stock of the Borrower to a single entity or a group of entities under common control;
(1) upon the happening of any Event of Default")Default set forth in subsections (g) and (h) above, any Obligations of the Bank may at its own option declare to make Working Capital Advances and any requirement that the Bank issue additional Standby Letters of Credit shall automatically and immediately terminate and any and all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be Obligations shall automatically become immediately due and payable payable, without presentment, demand, protest, notice of protest or other notice or requirements of any kind, all of which are expressly waived by the Borrower, and the Borrower shall be required to immediately deliver cash collateral to the Bank in an amount equal to the aggregate Available Amounts of all Standby Letters of Credit, and (2) upon the happening of any one or more of the other Events of Default, the Bank may notify the Borrower that the Bank will not make any further notice:
(a) Working Capital Advances and the Bank will not issue any further Standby Letters of Credit, and that all of the Obligations have become immediately due and payable, without presentment, demand, protest, notice of protest or other notice or requirements of any kind, all of which are expressly waived by the Borrower, and that the Borrower is required to immediately deliver cash collateral to the Bank in an amount equal to the aggregate Available Amounts of all outstanding Standby Letters of Credit. The failure Bank may proceed to enforce its rights whether by suit in equity or by action at law, whether for specific performance of Borrower to pay when due any covenant or agreement contained in this Agreement, the interest on Note or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceother Financing Agreements, or in aid of the exercise of any power granted in either this Agreement or the Note or any other agreement Financing Agreement, or it may proceed to obtain judgment or any other relief whatsoever appropriate to the enforcement of such rights, or proceed to enforce any legal or equitable right which Borrower and the Bank are parties;
(c) Evidence coming to the attention may have by reason of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration Event of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultDefault hereunder.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (American Science & Engineering Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event hereinafter referred to as “Events of Default"”), the Bank may at Secured Party shall be entitled to exercise its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are remedies under this Agreement or as otherwise provided for in the event of the payment of an Advance before the date(sby law: (1) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower Debtor fails to pay when due any amount payable under the interest on notes comprising the Indebtedness, the Credit Facilities, or any agreement evidencing the principal of Indebtedness; (2) Debtor (a) fails to observe or perform any Advance;
other agreement evidencing or securing the Indebtedness, including, but not limited to the notes comprising the Indebtedness, the Credit Facilities or (b) The failure of Borrower to perform make any promise materially incorrect or obligation or to satisfy any condition or liability contained herein, misleading representation in any Confirmation of Advance, financial statement or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming information delivered to the attention Secured Party; (3) Debtor defaults under the terms of the Bank that any representationnotes comprising the Indebtedness, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying CollateralCredit Facilities, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levyother note, seizureloan agreement, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligationmortgage, security agreement, indenture, loan agreementor document executed as part of the Indebtedness transaction or any guaranty of the Indebtedness becomes unenforceable in whole or in part, or comparable undertaking;
any guarantor fails to promptly perform under such a guaranty; (f4) The Debtor fails to pay when due any amount payable under any note or agreement evidencing debt to Secured Party or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to Secured Party; (5) Debtor becomes insolvent or unable to pay his debts as they become due; (6) Debtor (a) makes an assignment for the benefit of creditors, (b) consents to the appointment of a conservator custodian, receiver, or receiver trustee for Borrower itself or for a substantial part of its assets, or (c) commences any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or proceeding under any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationbankruptcy, reorganization, or other relief with respect to it or its debts under any bankruptcyliquidation, insolvency, or similar law now laws of any jurisdiction; (7) a custodian, receiver, or hereafter in effecttrustee is appointed for Debtor or for a substantial part of his assets without the consent of the party against which the appointment is made and is not removed within sixty (60) days after such appointment; or an assignment by Borrower Debtor consents to such appointment; (8) proceedings are commenced against Debtor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for sixty (60) days after commencement; or Debtor consents to the commencement of such proceedings; (9) any judgment is entered against Debtor, or any subsidiary attachment, levy, or garnishment is issued against any property of Borrower Debtor; (10) any proceedings are instituted for the benefit foreclosure or collection of creditors;
any mortgage, judgment, or lien affecting the Collateral; (g11) The sale by Borrower of Debtor sells, transfers, or hypothecates or attempts to sell, transfer, or hypothecate all or any part of the Collateral except as provided in this Security Agreement without the prior written consent of Secured Party; (12) Debtor dies; (13) Debtor, as applicable, without Secured Party’s written consent, (a) is dissolved or its existence is terminated, (b) merges or consolidates with any third party, (c) sells a material part of its assets or business outside the assets ordinary course of Borrower its business, or the taking of (d) agrees to do any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bankforegoing; or (14) there is a substantial change in the case existing or prospective financial condition of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and Debtor which Secured Party in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the to be materially adverse; or (15) if at any time of the making of or for any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reason Secured Party reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultinsecure.
Appears in 1 contract
Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to Bank, including, without limitation, the Liabilities, shall be, at the option of Bank and notwithstanding any time or credit allowed by any instrument evidencing any of the Liabilities, immediately due and payable without notice or demand, and the obligation of Bank to make advances hereunder shall immediately cease and terminate upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
default: (a) The default in the payment or performance, when due or payable, of any of the Liabilities of Borrower, or of any liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the Liabilities of Borrower to Bank; (b) failure by Borrower or any other person or entity, as applicable, to (i) pay or perform any act or obligation imposed hereby or by any of the other Loan Documents, or (ii) comply with any of the terms, conditions, covenants or requirements contained or referenced in one or more of the Loan Documents; (c) failure of Borrower or any other person or entity, as applicable, to pay when due the interest (i) any tax or (ii) any premium on any (a) insurance policy assigned to Bank, or the principal of any Advance;
(b) The any insurance covering any Collateral; (d) if any warranty or representation contained herein shall prove false or misleading or if Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank made or makes any other misrepresentation to Bank for the purpose of obtaining credit or any extension of credit; (e) failure of Borrower or any endorser, guarantor, or surety for any of the Liabilities of Borrower to perform any promise or obligation Bank to furnish financial information or to satisfy permit the inspection of the books or records or Collateral of Borrower or of any condition endorser, guarantor or liability contained hereinsurety for any of the Liabilities of Borrower to Bank; (f) issuance of an injunction or attachment against property of, the general assignment by, judgment against or filing of petition in bankruptcy by or against Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; the filing of an application in any Confirmation court for a receiver for Borrower or any endorser, guarantor or surety for any of Advancethe Liabilities of Borrower to Bank; or the dissolution, incapacity or liquidation of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; (g) calling of a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a composition or extension to creditors by, for or of Borrower or by, for or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; (h) Bankruptcy or Insolvency of Borrower or of any of Borrower's shareholders, or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; (i) any change in the ownership, nature, structure, management or control of Borrower without the prior written consent of Bank; (j) failure of Borrower or any other person or entity, as applicable, to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection herewith; (k) occurrence or continuation of any default or event of default by or attributable to Borrower under or in connection with any mortgage, lease, security agreement, indenture or similar agreement to which Borrower and is now or may hereafter be a party or by which Borrower or any of its property (including, without limitation, the Bank are parties;
Collateral) is now or may hereafter be bound or affected; (cl) Evidence coming to the attention of the Bank that any representation, statement, fraud or warranty made or furnished in any manner to the Bank misrepresentation by or on behalf of Borrower in connection its transactions with any Advance, any specification Bank; (m) such a change in the condition or affairs (financial or otherwise) of Qualifying Collateral, Borrower or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levyendorser, seizure, attachment, garnishment, levy of execution, guarantor or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to surety for any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness Liabilities of Borrower to others under any obligation, security agreement, indenture, loan agreement, Bank or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower the Collateral or any subsidiary other source of Borrower repayment of or security for any of the Liabilities which, in the opinion of Bank, impairs Bank's security or increases its risk; (n) violation of or failure to abide by any covenant, term or provision of this Agreement, the Note or any of the other Loan Documents; or the property termination, cancellation or revocation of Borrowerany Loan Document without Bank's consent or the determination that any of the Loan Documents is void, voidable or unenforceable; entry or (o) any default or event of an order for relief against Borrower default under the Note or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultLoan Documents.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Nematron Corp)
Events of Default; Acceleration. Upon Any one or more of the occurrence following shall constitute events of and during default hereunder (a) default by Borrower in the continuation payment or performance, when due or payable, of any of the following events Obligations; (b) the making by the Borrower of any misrepresentation to the Bank hereunder, or conditions otherwise for the purpose of obtaining loan advances or an extension of same; (c) failure of the Borrower after request by the Bank to furnish promptly financial information or to permit promptly the inspection of books or records; (d) failure of Borrower to perform or observe any of the provisions of this Agreement or of any other instrument pertaining to the Obligations or secured property (subject to a ten (10) day cure period after written notice from the Bank is received by the Borrower); (e) issuance of an injunction or attachment against property of the Borrower which the Bank in good faith considers materially adverse to such Borrower’s financial condition; (f) appointment of a receiver or liquidator of any part of the property of the Borrower, or if the management of Borrower is assumed by any supervisory authority; (g) the commencement by or against the Borrower of any proceeding under any bankruptcy, arrangement, reorganization, insolvency or similar law for the relief of debtors; (h) termination for any reason of Borrower’s membership in the Bank or its status as a nonmember mortgagee and/or state housing finance agency eligible for advances hereunder, (i) an event of default occurs under any PLEDGE AND SECURITY AGREEMENT between any affiliate of Borrower and Bank ("Event j) the Occurrence of Default")such a change in the condition or affairs (financial or otherwise) of the Borrower, or of an affiliate Supplying secured property securing the Obligations, as in the good faith opinion of the Bank may at impairs the Bank’s security or increases its own option declare all Indebtedness and accrued interest thereon, including risk; or (k) if the Bank in good xxxxx xxxxx itself insecure Upon occurrence of any prepayment fees and charges that are provided for in the event of the payment events of an Advance before default and failure by the date(s) scheduled for repaymentBorrower to cure within the applicable cure period, if any, any or all of the Obligations shall, at the Option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing or document relating to the Obligations, be immediately due and payable without presentmentnotice or demand (except for the events of default noted in Subsections (j) and (k) above, demandfor which the Bank must give written notice to the Borrower). The Bank may then, protestwithout first resorting to any other property securing the Obligations from other parties (including, without limitation, property provided by any affiliate of Borrower), exercise arty one or more of the rights and remedies granted pursuant to this Agreement and/or the Credit Policy and also exercise any further notice:
(a) The failure or all of Borrower the rights and remedies afforded to pay when due a secured party under the interest on Uniform Commercial Code as enacted in Ohio or the principal Borrower’s state of any Advance;
(b) The failure of Borrower to perform any promise operation or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to under the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence Act. In case of any event that results in acceleration of default hereunder, Borrower agrees upon the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower request of the Bank; , to promptly dissolve or cause the dissolution of any subsidiary or affiliate providing secured property under a PLEDGE AND SECURITY AGREEMENT and the distribution of such secured property to Borrower. Upon repossession or recovery of the secured property by the Bank, it may, after reasonable written notification to the Borrower, sell the secured property at public or private sale, at which sale as the Bank may become the purchaser. The proceeds of sale of the secured property shall be applied to the Obligations in such manner and order of priority the Bank may determine. pending any such action, the Bank may liquidate the secured property and/or continue to use and exercise rights of ownership pertaining to the secured property. Borrower does hereby make, constitute and appoint Bank as its true and lawful attorney-in-fact to deal with the secured property and, in the case Borrower’s name and stead to sell, assign, collect, compromise, settle and release of member borrowers, termination record any portion of the membership of secured property as fully as Borrower in could do if acting for itself. The Borrower hereby agrees to be liable to the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity Bank for any deficiency that is not a member may result upon such liquidation and sale of the Bank secured property and waives all claims for damages by reason of any seizure, repossession, retention, use or is not otherwise eligible to borrow from the Bank sale of said secured property. The requirement of reasonable notice, if necessary, shall be met if such non-member or non-eligible entity notice is mailed, postage prepaid, to the surviving entity;
first of the places of business of the Borrower shown in this Agreement at least ten (j10) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from days before the time of the making sale or other disposition. While exercising its rights as a secured party hereunder, including use and receipt of benefits from the secured property, and provided the Bank’s actions are commercially reasonable under the circumstances or do not constitute negligence or willful misconduct, the Bank shall not be liable in any fashion to the Borrower or third party (including without limitation Borrowers customers or shareholders) for any damages arising from such use, or any obligations, duties or liabilities of the Borrower in connection therewith (including without limitation Borrowers contracts, agreements, guarantees, commitments or warranties). Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or hereafter existing at law or in equity or otherwise. The exercise of any Advance such rights, powers or from remedies shall not preclude the condition simultaneous or later exercise of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultany or all other such rights, powers or remedies.
Appears in 1 contract
Samples: Blanket Agreement for Advances and Security Agreement (National Consumer Cooperative Bank /Dc/)
Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default (each of which shall be hereinafter referred to as an "Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
): (a) The default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) failure of Borrower after request by Lender to pay when due permit the interest on inspection of books or the principal records of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
Borrower; (c) Evidence coming to the attention issuance of the Bank that any representation, statement, injunction or warranty made of an attachment or furnished in judgment against any manner to the Bank by or on behalf property of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
which is not discharged within ten (10) days after issuance; (d) The issuance the insolvency of Borrower, or the filing of any tax levybankruptcy, seizurereorganization, attachmentdebt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, garnishment, levy any of executionwhich is either consented to or acquiesced in by Borrower or remains undismissed for thirty (30) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or other legal process with respect to the Collateral;
(e) Any suspension of payment consent by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator receiver, liquidator, assignee, trustee, custodian or receiver similar official for Borrower or any subsidiary of Borrower its property, as the case may be, or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment making by Borrower or of any subsidiary of Borrower assignment for the benefit of creditors;
(g) The sale creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; (e) a change in the condition or affairs (financial or otherwise) of all or a material part Borrower which in the opinion of the assets Lender increases Lender's risk in connection with the Revolving Credit or impairs the prospect of Borrower timely payment of the Revolving Credit; or (f) default in the taking performance of any other action by Borrower obligation, covenant or agreement contained or referred to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; herein or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultNote.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Nevtah Capital Management Corp)
Events of Default; Acceleration. Upon At the option of BANK and notwithstanding any time or credit allowed by any instrument evidencing any of the Liabilities, any or all of the Liabilities of BORROWER or any other person to BANK hereunder shall immediately become due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of DefaultEVENTS OF DEFAULT"), the Bank may at its own option declare all Indebtedness and accrued interest thereonwithout notice or demand to BORROWER, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protestGuarantor, or any further notice:
other person: (a) The failure of Borrower to pay default in the payment or performance, when due the interest on or the principal payable, of any Advance;
(b) The failure of Borrower to perform the Liabilities of BORROWER or any promise other person or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceentity, or in of any endorser or Guarantor for any of the Liabilities of BORROWER or any other agreement person or entity to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due BANK or the occurrence of any event that results Event of Default under any Loan Document; (b) failure of BORROWER to pay any tax; (c) if any representation or warranty contained herein is or becomes inaccurate or if BORROWER or Guarantor have made, or hereafter make any misrepresentation to BANK for the purpose of obtaining credit or an extension of credit, (d) failure of BORROWER to furnish or cause to be furnished financial information or to permit or cause to be permitted the inspection of books or records; (e) issuance of an injunction or attachment against property of BORROWER or any Guarantor; (f) calling of a meeting of creditors, appointment of a committee of creditors or liquidating agents, or offering of a composition or extension to creditors by, for or of BORROWER or any endorser or Guarantor of any of the Liabilities of BORROWER to BANK; (g) insolvency of BORROWER or any endorser or Guarantor of any of the Liabilities of BORROWER to BANK; (h) such a material change in acceleration the condition or affairs (financial or otherwise) of BORROWER or of any endorser or Guarantor of any of the Liabilities of BORROWER to BANK as in the opinion of BANK impairs BANK'S security or increases its risk; (i) failure by BORROWER or any Guarantor to comply with any of the provisions of this Agreement; (j) failure to make any payments required by this Agreement; (k) default shall be made with respect to any Indebtedness (other than the Note) of the BORROWER or the Guarantor, when due, or the performance of the other obligation incurred in connection with any Indebtedness for borrowed money of the BORROWER, or the Guarantor, if the effect of such default is to accelerate the maturity of any indebtedness of Borrower such Indebtedness or to others under any obligation, security agreement, indenture, loan agreementpermit the holder thereof to cause such Indebtedness to become due prior to its stated maturity, or comparable undertaking;
any such Indebtedness shall not be paid when due; or (fl) The appointment if there shall occur any default or Event of a conservator or receiver for Borrower Default, or any subsidiary condition or event which with the giving of Borrower notice or the property passage of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganizationtime, or other relief both, would become an Event of Default, under, pursuant to or with respect to it any Indebtedness or its debts under loan transaction or any bankruptcydocument or instrument evidencing, insolvencysecuring, guaranteeing, or similar law now relating to any Indebtedness or hereafter in effect; or an assignment by Borrower or any subsidiary loan transaction of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultBORROWER.
Appears in 1 contract
Samples: Credit and Security Agreement (Boyd Bros Transportation Inc)
Events of Default; Acceleration. Upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of the Loan Documents, and during each of the continuation Obligations (individually, an “Event of Default”, and, collectively, “Events of Default”):
A. Any statement, representation or warranty made by the Borrower or any Guarantor in this Agreement or in any of the other Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the Borrower, any Guarantor, or any of their officers or accountants to the Bank, shall prove to have been false or misleading when made in any material respect (as determined in the Bank’s reasonable discretion).
B. The Borrower fails to pay the principal of, interest on, or other charges or fees relating to, any of the Loans or any of the other Obligations, as and when due and payable, or fails to pay or reimburse the Bank for any expenses reimbursable hereunder or under any other Loan Document within the (10) days following Bank’s demand for such reimbursement or payment (each such default a “Monetary Default”).
C. Default by the Borrower or any Guarantor in the performance or observance of any of the following events provisions, terms, conditions, warranties or conditions covenants of this Agreement (other than any default covered by another provision of this Section XI which default shall be governed by the terms of such other provision) and failure by Borrower or such Guarantor to cure such default within ten (10) days of being given notice of such default, provided, that no cure period shall be afforded Borrower for any failure to comply with the provisions of paragraphs C or P of Section VIII or of Section IX of this Agreement and any such default shall be an immediate Event of Default hereunder. Commercial Loan Agreement – Micronetics, Inc.
D. The occurrence of a default or event of default under any of the other Loan Documents ("Event of other than a Monetary Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to cure within the applicable grace period, if any.
E. Default by the Borrower or any creditor of sums due Guarantor, or the occurrence of an event of default, respecting any event that results in acceleration other loan or obligation owed by the Borrower or any Guarantor to the Bank which is not subject to the provisions of this Agreement (and the expiration of the maturity applicable grace period, if any).
F. The dissolution or other termination of any indebtedness existence of Borrower or any Guarantor or a Change of Control of Borrower or any Guarantor.
G. The Borrower or any Guarantor shall (1) apply for or consent to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The the appointment of a conservator receiver, trustee or receiver for Borrower liquidator of it or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of its property, (2) make a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an general assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;, (3) be adjudicated as bankrupt or insolvent, (4) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (5) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts.
(g) The sale H. Proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of the Borrower or any Guarantor, as the case may be, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation or reorganization of the Borrower or such Guarantor or the appointment of a receiver, trustee or liquidator for the Borrower or any Guarantor, or for all or a material substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days.
I. A judgment for the assets payment of money in excess of $50,000 shall be rendered against the Borrower or any Guarantor which is not covered by insurance (subject to customary deductibles), and the taking same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed. Upon the occurrence of any Event of Default, the Bank’s commitment to make further Loans under this Agreement or any other action by Borrower agreement with the Borrower, or to liquidate make any Advance or dissolve;
(h) The cessation other disbursement of Borrower to be a type of institution that is eligible under Loan proceeds, shall immediately cease and terminate and, at the Act to become a Borrower election of the Bank; or in the case of member borrowers, termination all of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member Obligations of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The , under any of this Agreement, the other Loan Documents, or otherwise, including without limitation the Revolving Line of Credit, will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the Bank reasonably may proceed to protect and enforce its rights, at law, in good xxxxx xxxxx itself insecure even though equity, or otherwise, against the Borrower is not otherwise in default.and Guarantors, or any of them, under any Loan Documents, under any other agreement between the Borrower or any Guarantor and the Bank. Commercial Loan Agreement – Micronetics, Inc.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events of default, all or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event part of the payment Indebtedness shall, at the option of an Advance before the date(s) scheduled for repaymentBank, to be become immediately due and payable without presentment, notice or demand, protest, or any further notice:
(a) The failure of Borrower to pay when due If default occurs in the interest on payment or the principal performance of any Advance;of the Indebtedness, when and as It shall be due and payable, whether at Maturity or otherwise.
(b) The failure If default occurs in the performance of Borrower any other obligation to perform Bank under any promise instrument or obligation under any other mortgage, security agreement, loan agreement, assignment, guaranty or to satisfy any condition or liability contained herein, in any Confirmation of Advance, other agreement that now or in the future secures or relates to any other agreement of the Indebtedness or that evidences, secures or relates to which Borrower any guaranty of any of the Indebtedness ("Security Documents") or if default occurs in the performance of any obligation to Bank under this Mortgage, whether or not Bank shall have performed the obligation on Mortgagor's behalf, under Paragraph 9 of this Mortgage, and whether or not Mortgagor shall have reimbursed Bank for any payments or expenses it incurred in curing the Bank are parties;default.
(c) Evidence coming If any warranty, representation or statement that has been or is later made to the attention Bank by Mortgagor or by any guarantor of all or part of the Bank that any representation, statement, Indebtedness ("Guarantor") in this Mortgage or warranty made or furnished in any manner to the Bank by Security Document, credit application, financial statement or on behalf of Borrower in connection with any Advanceotherwise, any specification of Qualifying Collateral, or any certification of Fair Market Value was shall have been false in any material respect when made or furnished;.
(d) The issuance It Mortgagor shall default in payment of the principal of or interest on any tax levy, seizure, attachment, garnishment, levy of execution, indebtedness for borrowed money now or later owed to any person other legal process with respect to the Collateral;than Bank.
(e) Any suspension If Mortgagor or any of payment by Borrower to Mortgagor's partners (if Mortgagor is a partnership) or any creditor of sums due Guarantor or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment partners of a conservator Guarantor that is a partnership shall die, dissolve, become insolvent or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or make an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;.
(f) If Mortgagor, without the written consent of Bank, shall sell, convey or transfer the premises or any interest in the premises or any rents or profits from the premises or if any mortgage, lien or other encumbrance or any writ of attachment, garnishment, execution or other legal process shall be issued against or placed upon the premises or any interest in them or any rents or profits from them, except in favor of Bank, or it any part of the premises or any interest in them shall be transferred by operation of law.
(g) The sale by Borrower of If all or a any material part of the assets premises shall be damaged or destroyed by fire or other casualty, regardless of Borrower insurance coverage for the loss, or the taking shall be taken by condemnation or power of any other action by Borrower to liquidate or dissolve;eminent domain.
(h) The cessation of Borrower to be If any law or government regulation shall impose a type of institution that is eligible under the Act to become a Borrower of the Bank; tax or in the case of member borrowers, termination of the membership of Borrower in the Bank;assessment upon mortgages or debts secured by mortgages.
(i) Merger, consolidation, It any guaranty that now or other combination in the future secures payment or performance of Borrower with an entity that is not a member all or any part of the Bank Indebtedness shall be terminated or is not otherwise eligible to borrow from limited, for any reason, without the Bank if such non-member written consent or non-eligible entity is the surviving entity;agreement of Bank.
(j) The If at any time Bank reasonably and in good faith determines believes that a material adverse change has occurred in the financial condition prospect of Borrower from the time payment or performance of any part or all of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; orIndebtedness is impaired.
(k) The Bank reasonably If any lease, land contract, or other agreement by which Mortgagor is leasing or purchasing any interest in the premises shall be declared by the lessor or seller to be forfeited or terminated or if any suit or other action shall be begun to foreclose any land contract or to recover possession of all or any part of the premises by reason of any default or alleged default under any lease, land contract or agreement. If a voluntary or involuntary case of bankruptcy or receivership shall be started by or against Mortgagor or any of Mortgagor's partners (if Mortgagor is a partnership) or any Guarantor or any partner of any Guarantor that is a partnership, then the entire Indebtedness shall automatically become immediately due and payable, without notice or demand. All or any part of the Indebtedness also may become, or may be declared to be, immediately due and payable under the terms and conditions contained in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultany Security Document, Instrument or other agreement that at any time evidences, secures or relates to the Indebtedness.
Appears in 1 contract
Samples: Mortgage (Morgan Group Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events occurs, the Credit Facilities shall terminate and all borrowings and other obligations under them shall be due immediately, without notice, at the Bank's option whether or conditions not the Bank has made demand.
A. The Borrower or any guarantor of default any of the Credit Facilities, the Notes or the Leases ("Event of DefaultGuarantor"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower fails to pay when due any amount payable under the interest on Credit Facilities 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 principal of any Advance;
Leases; (b) The failure of Borrower to perform makes any promise materially incorrect or obligation or to satisfy any condition or liability contained hereinmisleading representation, in any Confirmation of Advancewarranty, or in any other agreement certificate to which Borrower and the Bank are parties;
Bank; (c) Evidence coming makes any materially incorrect or misleading representation in any financial statement or other information delivered to the attention 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 before its maturity;
C. There is a default under the terms of any loan agreement, mortgage, security agreement or any other document executed as part of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying CollateralCredit Facilities, or any certification guaranty of Fair Market Value was false the obligations under the Credit Facilities becomes unenforceable in whole or in part, or any material respect when made or furnishedGuarantor fails to promptly perform under its guaranty;
D. A "reportable event" (das defined in the Employee Retirement Income Security Act of 1974 as amended) The issuance of occurs that would permit the Pension Benefit Guaranty Corporation to terminate any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration employee benefit plan of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary affiliate of Borrower or the property of Borrower; entry of an order for relief against ;
E. The Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment Guarantor becomes insolvent or decree adjudicating unable to pay its debts as they become due;
F. The Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or Guarantor (a) makes an assignment by Borrower or any subsidiary of Borrower 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 or any Guarantor 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 the Borrower or Guarantor consents to the commencement of such proceedings;
I. Any judgment is entered against the Borrower or any 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, (ga) The sale by Borrower is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of all 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 corporation or business entity, except in the ordinary course of business, or (e) agrees to do any 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 or is the taking survivor);
L. The loan-to-value ratio of any other action by Borrower to liquidate or dissolve;
pledged securities at any time exceeds N/A%, and such excess continues for five (h5) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow days after notice from the Bank if such non-member or non-eligible entity is to the surviving entityBorrower;
(j) The M. There is a substantial change in the existing or prospective financial condition of the Borrower or any Guarantor which the Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bankbe materially adverse; or
(k) N. The Bank reasonably and in good xxxxx xxxxx faith shall deem itself insecure even though Borrower is not otherwise insecure.
O. The acquisition by any Person (as defined below), or two or more Persons acting in default.concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Borrower. For purposes of this covenant, "Person" means any natural person, corporation, firm, joint venture, partnership, association, limited liability
Appears in 1 contract
Samples: Line of Credit Agreement (American Dental Technologies Inc)
Events of Default; Acceleration. Upon Any or all of the obligations, indebtedness and liabilities of Borrower to Bank, including, without limitation, the Liabilities, shall be, at the option of Bank and notwithstanding any time or credit allowed by any of the Loan Documents or any other document, agreement or instrument evidencing any of the Liabilities, immediately due and payable without notice or demand, and the obligation of Bank to make advances hereunder shall immediately cease and terminate upon and after the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticedefault:
(a) The failure default in the payment or performance, when due or payable, of any of the Liabilities of Borrower or any liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the Liabilities of Borrower to pay when due the interest on or the principal of any AdvanceBank;
(b) The failure of Borrower by Borrower, any guarantor or any other person or entity, as applicable, to (i) pay or perform any promise act or obligation imposed hereby or to satisfy by any condition or liability contained herein, in any Confirmation of Advancethe other Loan Documents, or (ii) comply with any of the terms, conditions, warranties, covenants or requirements contained or referenced herein or in any one or more of the other agreement to which Borrower and the Bank are partiesLoan Documents;
(c) Evidence coming failure of Borrower or any other person or entity, as applicable, to the attention pay when due (i) any tax or (ii) any premium on any (a) insurance policy assigned to Bank, or (b) any insurance covering any Collateral;
(d) if any warranty or representation contained herein shall prove false or misleading or if Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank that made or makes any representationother misrepresentation to Bank for the purpose of obtaining credit or any extension of credit;
(e) failure of Borrower or any endorser, statementguarantor, or warranty made surety for any of the Liabilities of Borrower to Bank to furnish financial information or furnished to permit the inspection of the books or records or Collateral of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(f) issuance of an injunction or attachment against property of, the general assignment by, judgment against or filing of a petition in bankruptcy by or against Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; the filing of an application in any manner court for a receiver for Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; or the death, dissolution, incapacity or liquidation of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(g) calling of a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a composition or extension to creditors by, for or of Borrower or by, for or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(h) bankruptcy or Insolvency of Borrower or of any of Borrower's owners, or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(i) any change in the ownership, nature, control or structure of Borrower without the prior written consent of Bank;
(j) failure of Borrower or any other person or entity, as applicable, to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection herewith;
(k) occurrence or continuation of any default or event of default by or attributable to Borrower under or in connection with any mortgage, lease, security agreement, note, bond, indenture, loan agreement or similar instrument or agreement to which Borrower is now or may hereafter be a party or by which Borrower or any of its property (including, without limitation, the Collateral) is now or may hereafter be bound or affected;
(l) fraud or misrepresentation by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false guarantor in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process its transactions with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(im) Merger, consolidation, such a change in the condition or other combination affairs (financial or otherwise) of Borrower with an entity that is not a member or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank or is not otherwise eligible to borrow from of the Bank if such non-member Collateral or non-eligible entity is any other source of repayment of or security for any of the surviving entityLiabilities which, in the opinion of Bank, impairs Bank's security or increases its risk;
(jn) The Bank reasonably and in good faith determines that a material adverse change has occurred in any breach or violation of or failure to abide by any warranty, covenant, term or provision of this Agreement, the financial condition of Borrower from the time Note or any of the making other Loan Documents; Bank's not obtaining or maintaining a first perfected security interest in any of the Collateral; or the termination, cancellation or revocation of any Advance of the Loan Documents without Bank's consent or from the condition determination by Bank that any of the Loan Documents is void, voidable or unenforceable;
(o) a judgment against Borrower as theretofore most recently disclosed to the Bankremaining unpaid, unstayed or undismissed or a period of more than five(5) days;
(p) Borrower discontinuing doing business for more than five (5) consecutive calendar days during any year for any reason; or
(kq) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower the cancellation of the Brinks Home Security contract with Borrower, or if such contract is not otherwise renewed by Brinks Home Security or Borrower, or if such contract ceases to exist for any reason whatsoever; or
(r) any default or event of default under the Note or any of the other Loan Documents. It is expressly understood and agreed that neither (a) the provisions above or any of the other terms of any of the Loan Documents nor (b) Borrower's or any other person's compliance or non-compliance with this Agreement or any of the other Loan Documents shall abrogate or restrict Bank's right to demand payment in defaultfull of the Revolving Line and all other Liabilities at any time in Bank's sole discretion.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Zunicom Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events or conditions of default ("Event Events of Default") shall occur: (a) the Borrower shall fail to pay within five (5) days of when due and payable any principal of or interest on the Loans or any other sum due under any of the Loan Documents; (b) the Guarantor shall fail to comply with any term or condition set forth in its Guaranty without the prior written consent of the Bank (except if the Obligations have been paid in full in cash and the Commitment has terminated); (d) the Borrower or any of its Subsidiaries or the Guarantor shall fail to perform any other term, covenant or agreement contained in the Loan Documents within thirty (30) days after the Bank has given written notice of such failure to the Borrower; (e) any representation or warranty of the Borrower, any of its Subsidiaries or the Guarantor in the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower, any of its Subsidiaries or the Guarantor shall fail to pay when due or within any applicable period of grace any Indebtedness owing to the Bank or any affiliates of the Bank or any other Indebtedness for borrowed money to any other third party in an aggregate principal amount greater than $500,000; (g) any of the Loan Documents shall cease to be in full force and effect; (h) the Borrower, any of its Subsidiaries or the Guarantor (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or 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 law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within forty-five (45) days following the commencement thereof, or (v) shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower, any of its Subsidiaries or the Guarantor shall be unable to pay debts as they mature; (j) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against the Borrower, any of its Subsidiaries or the Guarantor that, together with other outstanding claims and execution actions against the Borrower, such Subsidiary or the Guarantor, exceeds $500,000 in the aggregate; (k) a WPI Event of Default shall have occurred and be continuing; (1) the Subscription Agreement shall terminate or cease to be in full force and effect; or (m) the Availability under the WPI Loan Agreement shall be less than $3,000,000 at any time; THEN, or at any time thereafter:
(1) In the case of any Event of Default under clause (h) or (i), the Bank may at its own option declare Commitment shall automatically terminate, and the entire unpaid principal amount of the Loans, all Indebtedness interest accrued and accrued interest unpaid thereon, including any prepayment fees and charges that are provided for in all other amounts payable hereunder and under the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately other Loan Documents shall automatically become forth with due and payable payable, without presentment, demand, protestprotest or notice of any kind, or any further notice:all of which are hereby expressly waived by the Borrower; and
(a2) The failure of Borrower to pay when due In the interest on or the principal case of any Advance;
Event of Default other than (bh) The failure and (i), the Bank may, by written notice to the Borrower, terminate the Commitment and/or declare the unpaid principal amount of Borrower the Loans, all interest accrued and unpaid thereof, and all other amounts payable hereunder and under the other Loan Documents to perform be forthwith due and payable, without presentment, demand, protest or further notice of any promise or obligation or kind, all of which are hereby expressly waived by the Borrower. No remedy herein conferred upon the Bank is intended to satisfy any condition or liability contained herein, in any Confirmation be exclusive of Advance, or in any other agreement remedy and each and every remedy shall be cumulative and in addition to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representationevery other remedy hereunder, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; existing at law or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, equity or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultotherwise.
Appears in 1 contract
Samples: Revolving Loan Agreement (Scientific Learning Corp)
Events of Default; Acceleration. Upon the The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of the Loan Documents, and during each of the continuation Obligations (individually, an “Event of Default”, and collectively, “Events of Default”): (1) if any statement, representation or warranty made by the BORROWER or GUARANTOR in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER, GUARANTOR, or any of their officers or accountants to the BANK, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect; (2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other default by the BORROWER of its payment obligations under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default (other than a payment default described in clause (2) above) by the BORROWER or GUARANTOR in the compliance, performance or observance of any of the following events provisions, terms, conditions, warranties or conditions covenants of default ("Event of Default")this Agreement, the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protestLoan Documents, or any other of the Obligations, provided that such default is not cured within thirty (30) days of the occurrence thereof, and further notice:
provided, however, that no cure period shall be afforded BORROWER or GUARANTOR hereunder if such default has or could reasonably be expected to have an immediate material adverse affect upon the BORROWER’s or GUARANTOR’s financial condition, upon the BORROWER’s or GUARANTOR’s ability to conduct its business, upon the Collateral, or upon the rights, remedies, and/or security of BANK under this Agreement or the other Loan Documents; (4) the dissolution, termination of existence, merger or consolidation of the BORROWER or GUARANTOR, or a sale of all or substantially all of the BORROWER’s or GUARANTOR’S business, assets or properties not in the ordinary course of business; (5) the BORROWER or GUARANTOR shall (a) The failure apply for or consent to the appointment of Borrower to pay when due the interest on a receiver, trustee or the principal liquidator of any Advance;
of them or any of their property, (b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of make a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an general assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
, (gc) The sale be subject to an order of relief from creditors, (d) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against any of them in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of their debts; (6) proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of the BORROWER or GUARANTOR, as the case may be, in or by Borrower any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, trustee or liquidator of the BORROWER or GUARANTOR, or of all or a material substantial part of their assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (7) BORROWER’s or GUARANTOR’s inability to pay their debts as they mature or other act of insolvency, as determined by the assets BANK in a commercially reasonable manner; (8) a judgment for the payment of Borrower money not covered by insurance shall be rendered against the BORROWER or GUARANTOR in an amount in excess of $100,000.00 and the taking same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed; (9) any other action by Borrower default or event of default, or failure to liquidate pay when due, with respect to any material indebtedness, liabilities or dissolve;
obligations of BORROWER or GUARANTOR to any third party, including, but not limited to, with respect to any Permitted Subordinated Debt; (h10) The cessation if at any time during the twelve (12) month period from the date of Borrower to be a type of institution that this Agreement, Xxxxx Xxxxxx is eligible under not the Act to become a Borrower Chief Executive Officer of the BankBORROWER; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i11) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a any material adverse change to the BORROWER or GUARANTOR, or to their financial condition, or to the Collateral, and BORROWER has occurred in failed to cure the financial condition of Borrower conditions giving rise thereto after written notice thereof from the time BANK. Upon the occurrence of any Event of Default, the BANK's commitment to make further Loans under the Loan Documents or any other agreement with the BORROWER, and to make any advances or disbursements under any Loan, shall immediately cease and terminate and, at the election of the making BANK, all of any Advance or from the condition Obligations of Borrower as theretofore most recently disclosed the BORROWER to the Bank; or
(k) The Bank reasonably BANK, either under this Agreement, the Loan Documents, or otherwise, will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the BANK may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the BORROWER and GUARANTOR, and any endorser of the BORROWER’s Obligations, either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with the rights of a secured party under the Uniform Commercial Code, under any other applicable law, under any Loan Documents, under any other agreement between the BORROWER or GUARANTOR and the BANK, or under any agreement between any endorser of the BORROWER’s Obligations to the BANK, and to apply the proceeds thereof to payment of the Obligations of the BORROWER to the BANK in such order and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise such manner as the BANK, in defaultits sole discretion, deems appropriate.
Appears in 1 contract
Samples: Commercial Loan Agreement (Brandpartners Group Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank FHLBank may at its own option and notwithstanding any other provision hereof, by a notice to the Institution, declare all Indebtedness and Indebtedness, including but not limited to any accrued interest thereon, including and any prepayment fees and charges that are provided for in the event of the upon payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without payable. Without presentment, demand, protest, protest or any further noticenotices:
a. Failure of the Institution to keep sufficient available balances on deposit with FHLBank to pay any interest principal or other amount then due and owing to FHLBank one (a1) The business Day after FHLBank gives notice to the Institution that its available balances on deposit with FHLBank are insufficient to pay amounts then due and owing; or
b. Continued failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower Institution to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
this Agreement for five (c5) Evidence coming Business Days after FHLBank gives notice to the attention Institution of such failure; or
c. Continued failure of the Bank that any representation, statement, or warranty made or furnished in any manner Institution to provide adequate Eligible Collateral as required by FHLBank for three (3) Business Days after FHLBank gives notice to the Bank by or on behalf Institution of Borrower in connection with any Advance, any specification of Qualifying such failure unless the Institution shall reduce its Required Collateral Amount during such three (3) Business Days period such that the Institution has sufficient Eligible Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;; or
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) d. Any suspension of payment by Borrower the Institution to any creditor of sums due or the occurrence of any event that results (or which with the giving of notice or passage of time or both will result) in acceleration of the maturity of any indebtedness of Borrower the Institution to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case agreement or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationundertaking, reorganization, or other relief provided that such indebtedness is a material amount with respect to the Institution and is not subject to a good faith dispute, or the Institution’s admission that it or is unable to pay its debts under any bankruptcyas they mature; or
e. Appointment of a trustee, insolvencyconservator, receiver, liquidator, custodian or similar official for the Institution, or similar law now for substantially all of the Institution insolvent or hereafter in effectbankrupt, or the commencement of proceedings seeking any of the foregoing of such proceedings have not been dismissed within 30 calendar days; or an assignment or
f. Sale by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower Institution of all or a material part substantially all of the Institution’s assets of Borrower or the taking of any other action by Borrower the Institution to liquidate or dissolve;; or
(h) The cessation g. Termination of Borrower the Institution’s Membership in FHLBank or the Institution’s ceasing to be a type of financial institution that is eligible under the Act to become a Borrower member of the BankFHLBank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;or
(i) h. Merger, consolidation, consolidation or other combination of Borrower the Institution with an entity that is not a member of FHLBank if the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible nonmember entity is the surviving entity;entity in such transaction; or
(j) The Bank i. FHLBank determines that any representation or warranty made or furnished by the Institution, its employees or other representatives to FHLBank, in this Agreement or in any other manner, in connection with any Advance or other Indebtedness or Collateral, is incorrect or misleading in any material respect; or
j. FHLBank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower Institution that materially impairs its ability to pay its debts as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultthey mature.
Appears in 1 contract
Samples: Advance, Pledge & Security Agreement (Team Financial Inc /Ks)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events or conditions of default ("Event Events of Default") shall occur:
(a) if Maker shall fail to make any payment of principal of, premium, if any, or interest on this Note within thirty (30) days after written notice has been given to Maker by Payee of Maker's failure to pay such principal, premium, if any, or interest when the same shall become due and payable, whether at the stated date of maturity or at any other date fixed for payment;
(b) if Maker shall (i) fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money (excluding, however, (x) any obligation for borrowed money secured solely by real property of Maker and its subsidiaries and (y) any agreement relating to any pledge of, or restriction on the pledge or disposition of, margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System, owned by Maker or any of its subsidiaries), or (ii) fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money if, in the Bank case of either clause (i) or (ii), such failure results in any obligation of Maker for borrowed money becoming due prior to its stated maturity; or
(c) if Maker makes an 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 (excluding, however, any agreement relating to any pledge of, or restriction on the pledge or disposition of, margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System, owned by Maker), or petitions or applies for the appointment of a trustee or other custodian, liquidator or receiver of Maker or of any substantial part of the assets of Maker under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or 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;
(d) a 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) days, whether or not consecutive;
(e) if Maker shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, other than in the ordinary course of business;
(f) if Maker shall become a party to any merger, consolidation or plan of liquidation, unless Maker will be the surviving or continuing corporation following such transaction; or
(g) if Xxxxxxx X. Xxxxxxx no longer holds the office of Chairman of the Board, Chief Executive Officer and President of Maker as a result of action by Maker's Board of Directors; then, subject to Section 3 hereof, Payee may at its own option by notice in writing to Maker declare all Indebtedness amounts owing with respect to this Note to be, and accrued interest thereonthey shall thereupon forthwith mature and become, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, protest or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal other notice of any Advance;
(b) The failure kind, all of Borrower to perform which are hereby expressly waived by Maker; provided, that in the event of any promise or obligation or to satisfy any condition or liability contained herein, Event of Default specified in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
subsection (c) Evidence coming or (d) hereof, all such amounts shall become immediately due and payable automatically and without any requirement of notice from Payee. Payee's failure at any time or times hereafter to the attention require strict performance by Maker of any of the Bank that terms, conditions and provisions contained in this Note shall not waive, affect or diminish any representationright 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, statementits agents, officers or warranty made employees, unless such waiver or furnished modification is contained in an instrument in writing signed by an officer of Payee and directed to Maker specifying such waiver or modification. The remedies provided herein are cumulative and are not exclusive of any manner other remedies available to Payee at law or in equity. No waiver by Payee of any Event of Default shall operate as a waiver of any other Event of Default or the Bank same Event of Default on a future occasion. No delay on the part of Payee in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Payee of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. If any Event of Default occurs, subject to Section 3 hereof, Maker shall pay on behalf of Borrower demand all reasonable out-of-pocket expenses incurred or sustained by Payee in connection with any Advance, any specification of Qualifying Collateral, the enforcement or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration protection of the maturity rights of any indebtedness Payee under this Note, including costs of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment collection and the fees and disbursements of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultcounsel.
Appears in 1 contract
Samples: Subordinated Note Amendment (TRC Companies Inc /De/)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event hereinafter referred to as “Events of Default"”), the Bank may at Secured Party shall be entitled to exercise its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are remedies under this Agreement or as otherwise provided for in the event of the payment of an Advance before the date(sby law: (1) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower Debtor and/or Pledgor fails to pay when due any amount payable under the interest on notes comprising the Indebtedness, the Security Documents, or any agreement evidencing the principal of Indebtedness; (2) Debtor and/or Pledgor (a) fails to observe or perform any Advance;
other agreement evidencing or securing the Indebtedness, including, but not limited to the Note comprising the Indebtedness, the Security Documents or (b) The failure of Borrower to perform make any promise materially incorrect or obligation or to satisfy any condition or liability contained herein, misleading representation in any Confirmation of Advance, financial statement or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming information delivered to the attention Secured Party; (3) Debtor and/or Pledgor defaults under the terms of the Bank that any representationNote comprising the Indebtedness, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying CollateralSecurity Documents, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levyother note, seizureloan agreement, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligationmortgage, security agreement, indenture, loan agreementor document executed as part of the Indebtedness transaction or any guaranty of the Indebtedness becomes unenforceable in whole or in part, or comparable undertaking;
any guarantor fails to promptly perform under such a guaranty; (f4) The Debtor and/or Pledgor fails to pay when due any amount payable under any note or agreement evidencing debt to Secured Party or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to Secured Party; (5) Debtor and/or Pledgor becomes insolvent or unable to pay its debts as they become due; (6) Debtor and/or Pledgor (a) makes an assignment for the benefit of creditors, (b) consents to the appointment of a conservator custodian, receiver, or receiver trustee for Borrower itself or for a substantial part of its assets, or (c) commences any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or proceeding under any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationbankruptcy, reorganization, or other relief with respect to it or its debts under any bankruptcyliquidation, insolvency, or similar law now laws of any jurisdiction; (7) a custodian, receiver, or hereafter in effecttrustee is appointed for Debtor and/or Pledgor or for a substantial part of his assets without the consent of the party against which the appointment is made and is not removed within sixty (60) days after such appointment; or an assignment by Borrower Debtor and/or Pledgor consents to such appointment; (8) proceedings are commenced against Debtor and/or Pledgor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for sixty (60) days after commencement; or Debtor and/or Pledgor consents to the commencement of such proceedings; (9) any judgment having a material affect on Debtor’s and/or Pledgor’s assets is entered against Debtor and/or Pledgor, or any subsidiary attachment, levy, or garnishment is issued against any property of Borrower Debtor and/or Pledgor; (10) any proceedings are instituted for the benefit foreclosure or collection of creditors;
any mortgage, judgment, or lien affecting the Collateral; (g11) The sale by Borrower of Debtor and/or Pledgor sells, transfers, or hypothecates or attempts to sell, transfer, or hypothecate all or any part of the Collateral except as provided in this Security Agreement without the prior written consent of Secured Party; (12) Debtor and/or Pledgor dies; (13) Debtor and/or Pledgor, as applicable, without Secured Party’s written consent, (a) is dissolved or its existence is terminated, (b) merges or consolidates with any third party, (c) sells a material part of its assets or business outside the assets ordinary course of Borrower its business, or the taking of (d) agrees to do any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bankforegoing; or (14) there is a substantial change in the case existing or prospective financial condition of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and Debtor and/or Pledgor which Secured Party in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the to be materially adverse; or (15) if at any time of the making of or for any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reason Secured Party reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultinsecure.
Appears in 1 contract
Samples: Security Agreement (Lightyear Network Solutions, Inc.)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Each of the following events or conditions of default (is hereby defined as, and is declared to be and to constitute, an "Event of Default"), " hereunder:
A. Failure by the Bank may at its own option declare all Indebtedness Company to make or cause to be made any Loan Repayment or Additional Loan Repayment required to be made hereunder and accrued interest thereon, including any prepayment fees and charges that are provided for in under the event of the payment of an Advance Note on or before the date(sdate the same is due; or
B. Failure or refusal by the Company to comply with any of its other covenants hereunder and such failure or refusal shall continue for a period of sixty (60) scheduled for repayment, days after written notice thereof has been given to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower Company and the Bank are parties;by the Issuer or the Trustee; provided that if such failure is of such nature that it can be corrected but not within sixty (60) days, it will not be an Event of Default so long as prompt corrective action is instituted and is diligently pursued; or
C. The Company shall (ci) Evidence coming apply for or consent to the attention 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 (iii) make a general assignment for the benefit of creditors, or (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 seek 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 taken by it for the purpose of effecting any of the Bank that any representation, statementforegoing, or warranty made (iv) if without the application, approval or furnished consent of the Company, a proceeding shall be instituted in any manner court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Bank by Company an order for relief or on behalf an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of Borrower in connection with any Advancedebts, any specification the appointment of Qualifying Collaterala trustee, receiver, liquidator or custodian or the like of the Company or of all or any certification substantial part of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of executionits assets, or other legal process with like relief in respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others thereof under any obligationbankruptcy or insolvency law, security agreementand, indentureif such proceeding is being contested by the Company in good faith, loan agreement, or comparable undertaking;
the same shall (fA) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or result in the property of Borrower; entry of an order for relief against Borrower or any subsidiary such adjudication or appointment or (B) remain unvacated, undismissed and undischarged for a period of Borrower sixty (60) days; or
D. For any reason the Bonds are declared due and payable by acceleration in accordance with Section 10.2 of the Indenture; or
E. Receipt by the Trustee, the Paying Agent and the Company of a written notice from the Bank (i) stating that an Event of Default (as defined in the Reimbursement Agreement) has occurred and is continuing and (ii) requesting the Trustee to declare the principal of the Outstanding Bonds immediately due and payable; or
F. If the Trustee and the Paying Agent receive notice from the Bank prior to 10 calendar days following a drawing under the federal bankruptcy laws; entry Letter of a judgment or decree adjudicating Borrower or any subsidiary Credit for payment of Borrower insolvent; commencement interest on those Bonds Outstanding after the application of a case or other proceeding by or against Borrower or any subsidiary the proceeds of Borrower seeking liquidationsuch drawing, reorganization, or other relief that the Letter of Credit will not be reinstated with respect to it or its debts under any bankruptcysuch interest; Then and in each and every such case the Trustee, insolvencyby prompt notice in writing to the Company, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or shall, in the case of member borrowersan Event of Default under 5.1.A, termination 5.1.C or 5.1.E hereof, and may, in all other cases if such Event of Default has not been cured, declare all sums which the Company is obligated to pay under this Agreement to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable, anything in this Agreement contained to the contrary notwithstanding. In case the Trustee shall have proceeded to enforce any right under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Issuer and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the membership of Borrower in Company the Bank;
(i) Merger, consolidation, Issuer and its assignee or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower Trustee shall continue as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultno proceeding had been taken.
Appears in 1 contract
Samples: Loan Agreement (Multi Color Corp)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("“Event of Default"”), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx fxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 1 contract
Samples: Advances and Security Agreement (Guaranty Financial Group Inc.)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events occurs, the Credit Facilities shall terminate and all borrowings and other obligations under them shall be due immediately, without notice, at the Bank's option whether or conditions not the Bank has made demand.
A. The Borrower or any guarantor of default any of the Credit Facilities, the Notes or the Leases ("Event of DefaultGuarantor"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower fails to pay when due any amount payable under the interest on Credit Facilities 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 principal of any Advance;
Leases; (b) The failure of Borrower to perform makes any promise materially incorrect or obligation or to satisfy any condition or liability contained hereinmisleading representation, in any Confirmation of Advancewarranty, or in any other agreement certificate to which Borrower and the Bank are parties;
Bank; (c) Evidence coming makes any materially incorrect or misleading representation in any financial statement or other information delivered to the attention 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 before its maturity; C. There is a default under the terms of any loan agreement, mortgage, security agreement or any other document executed as part of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying CollateralCredit Facilities, or any certification guaranty of Fair Market Value was false the obligations under the Credit Facilities becomes unenforceable in any material respect when made whole or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of executionin part, or other legal process with respect any Guarantor fails to promptly perform under its guaranty; D. A "reportable event" (as defined in the Collateral;
(eEmployee Retirement Income Security Act of 1974 as amended) Any suspension of payment by Borrower occurs that would permit the Pension Benefit Guaranty Corporation to terminate any creditor of sums due or the occurrence of any event that results in acceleration employee benefit plan of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary affiliate of Borrower or the property of Borrower; entry of an order for relief against E. The Borrower or any subsidiary of Borrower under the federal bankruptcy lawsGuarantor becomes insolvent or unable to pay its debts as they become due; entry of a judgment or decree adjudicating F. The Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or Guarantor (a) makes an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
; (gb) 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 or any Guarantor 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 the Borrower or Guarantor consents to the commencement of such proceedings; I. Any judgment is entered against the Borrower or any Guarantor, or any attachment, levy or garnishment is issued against any property of the Borrower or any Guarantor; J. The sale by 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 all its assets or business outside the ordinary course of business, (d) leases, purchases, or otherwise acquires a material part of the assets of Borrower or the taking of any other action by Borrower corporation or business entity, except in the ordinary course of business, or (e) agrees to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower do any of the Bank; foregoing, (notwithstanding the foregoing, any subsidiary may merge or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidationconsolidate with any other subsidiary, or other combination of with the Borrower, so long as the Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entitysurvivor);
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 1 contract
Samples: Line of Credit Agreement (American Medical Technologies Inc/De)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any 9.1 Any or all of the following events or conditions liabilities of default ("Event of Default")Borrower to Bank, including, without limitation, the Note and the Liabilities, shall all be, at the option of Bank may at its own option declare all Indebtedness and accrued interest thereonnotwithstanding any time or credit allowed by any instrument evidencing a Liability, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, notice or demand, protestand the obligation of Bank to make advances hereunder shall immediately cease and terminate upon the occurrence of any of the following, or any further noticewhich shall be considered Events of Default:
(a) The failure of Borrower to pay default in the payment or performance, when due the interest on or the principal payable, of any AdvanceLiability of Borrower, to Bank;
(b) The except for any Event of Default described in another subsection of this Section 9.1, failure of by Borrower to perform any promise act or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceimposed hereby, or in any other agreement to which Bank and Borrower and the Bank are parties, or Borrower's' failure to abide by the terms of this Agreement, or any other document or instrument executed in connection herewith, or in any other agreement to which Bank and Borrower are parties and such failure continues for thirty (30) days following the giving of notice by Bank to Borrower;
(c) Evidence coming failure of Borrower to pay when due any taxes, including without limitation federal income and FICA taxes and state and local sales and property taxes, each with the attention appropriate taxing authorities and as required by law;
(d) if any warranty or representation contained herein shall prove false or misleading or if Borrower or any endorser, Guarantor, or surety for any Liability of Borrower to Bank makes any other misrepresentation to Bank for the purpose of obtaining credit or any extension of credit;
(e) failure of Borrower or any endorser, Guarantor, or surety for any Liability of Borrower to Bank, after request by Bank, to furnish financial information or to permit the inspection of the Bank that books or records or Collateral of Borrower or any representationendorser, statementGuarantor, or warranty made surety for any Liability of Borrower to Bank and such failure continues for thirty (30) days following the giving of notice by Bank to Borrower;
(f) issuance of an injunction or furnished attachment against property of Borrower;
(g) calling of a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a composition or extension to creditors by, for or of Borrower or of any endorser, Guarantor, or surety for any Liability of Borrower to Bank;
(h) bankruptcy or Insolvency of Borrower or of any of Borrower's' shareholders, or of any endorser, Guarantor, or surety for any Liability of Borrower to Bank;
(i) any change in the ownership or executive management of Borrower or its business without the prior written consent of Bank;
(j) Borrower's failure to maintain any manner insurance required hereunder or pay any premium on (i) any insurance policy assigned to the Bank Bank, or (ii) any insurance covering any Collateral;
(k) fraud or misrepresentation by or on behalf of Borrower in its transactions with Bank;
(l) violation of any affirmative or negative covenant recited in Section 7 or Section 8 hereof or violation of or failure to abide by any other provision of this Agreement;
(m) any default or event of default under the Note, Security Documents or any other document or agreement executed in connection with any Advance, any specification of Qualifying Collateralherewith, or any certification of Fair Market Value was false in any material respect when made other document or furnishedagreement to which Borrower and Bank are parties;
(dn) The issuance of any tax levyendorser, seizure, attachment, garnishment, levy of executionGuarantor, or surety for any Liability terminates or attempts to terminate a guaranty or other legal process agreement with respect to the CollateralBank, whether or not such termination or attempted termination constitutes a breach under such guaranty or other agreement;
(eo) Any suspension if a judgment against Borrower remains unpaid, unstayed, or undismissed for a period of payment by more than twenty (20) days;
(p) if Borrower to discontinues doing business for any creditor of sums due or the occurrence of reason;
(q) if any event that results in acceleration occurs that, under any agreement to which Borrower is a party, grants the option to the holder of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertakingaccelerate such indebtedness;
(fr) The appointment if title to any of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case stock or other proceeding by interest in Borrower directly or against Borrower or any subsidiary of Borrower seeking liquidationindirectly shall be transferred, reorganizationpledged, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsotherwise encumbered;
(gs) The sale by Borrower the death or incapacity of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the BankJ. Xxxxx Xxxxxxxx; or
(kt) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.the termination of employment of J.
Appears in 1 contract
Samples: Loan and Security Agreement (Carreker Antinori Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events occurs, the Credit Facilities shall terminate and all borrowings and other obligations under them shall be due immediately, without notice, at the Bank's option whether or conditions not the Bank has made demand.
A. The Borrower or any guarantor of default any of the Credit Facilities, the Notes or the Leases ("Event of DefaultGuarantor"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower fails to pay when due any amount payable under the interest on Credit Facilities 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 principal of any Advance;
Leases; (b) The failure of Borrower to perform makes any promise materially incorrect or obligation or to satisfy any condition or liability contained hereinmisleading representation, in any Confirmation of Advancewarranty, or in any other agreement certificate to which Borrower and the Bank are parties;
Bank; (c) Evidence coming makes any materially incorrect or misleading representation in any financial statement or other information delivered to the attention 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 before its maturity; C. There is a default under the terms of any loan agreement, mortgage, security agreement or any other document executed as part of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying CollateralCredit Facilities, or any certification guaranty of Fair Market Value was false the obligations under the Credit Facilities becomes unenforceable in any material respect when made whole or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of executionin part, or other legal process with respect any Guarantor fails to promptly perform under its guaranty; D. A "reportable event" (as defined in the Collateral;
(eEmployee Retirement Income Security Act of 1974 as amended) Any suspension of payment by Borrower occurs that would permit the Pension Benefit Guaranty Corporation to terminate any creditor of sums due or the occurrence of any event that results in acceleration employee benefit plan of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary affiliate of Borrower or the property of Borrower; entry of an order for relief against E. The Borrower or any subsidiary of Borrower under the federal bankruptcy lawsGuarantor becomes insolvent or unable to pay its debts as they become due; entry of a judgment or decree adjudicating F. The Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or Guarantor (a) makes an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
; (gb) The sale by Borrower consents to the appointment of all a custodian, receiver or trustee for it or for a material substantial part of the assets of Borrower its assets; or the taking (c) commences any proceeding under any bankruptcy, reorganization, liquidation or similar laws of any other action by Borrower to liquidate or dissolvejurisdiction;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 1 contract
Events of Default; Acceleration. Upon The Bank may, in its sole and absolute discretion, accelerate the maturity hereof upon the occurrence of any Event of Default hereunder, and/or any events of default described in any and during the continuation all other documents or security instruments which may in any way evidence, govern and/or secure this Promissory Note. By way of example and not limitation, an Event of Default hereunder shall include, but not be limited to any of the following events events: (a) any representation or conditions of default ("Event of Default")warranty made herein or in any report, certificate, financial statement or any other instrument furnished in connection with the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, loan made hereby shall prove to be immediately false or misleading in any material respect; (b) failure to pay the principal or any interest due and payable without presentment, demand, protest, pursuant to this Note or any further noticeother indebtedness of the Borrower or any Guarantor to the Bank within ten (10) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; (c) involvement in financial difficulties as evidenced by:
(ai) The failure the appointment or authorization of Borrower to pay when due a custodian as defined in the interest on or Bankruptcy Code, provided, however, that in the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention case of the Bank that appointment of a receiver in an involuntary proceeding and such appointment continues in effect and undischarged for a period of thirty (30) days; or (ii) the filing of an involuntary petition under any representation, statement, or warranty made or furnished in any manner to chapter of the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, Bankruptcy Code or any certification Receivership Proceeding, which proceeding or petition remains undismissed for a period of Fair Market Value was false in any material respect when made or furnished;
thirty (30) days; (d) The issuance of any tax levy, seizure, attachment, garnishment, levy execution or similar process shall be issued or levied on or against any of execution, the Borrower's or other legal process with respect to the Collateral;
Guarantor's properties or assets; (e) Any suspension the Bank believes that any material adverse change in the assets, liabilities, financial condition or business of payment by the Borrower to or any creditor of sums due or Guarantor has occurred since the occurrence date of any event that results in acceleration financial statements delivered to the Bank before or after the date of the maturity execution of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
this Note; (f) The appointment call upon the Borrower for payment of a conservator any contingent debt which would materially affect the Bank's position with regard to the collateral pledged for this loan; (g) sale or receiver for other disposition of or encumbrance on any property of the Borrower or any subsidiary Guarantor, except as permitted hereby or by any agreement, document or instrument which may in any way evidence, govern and/or secure this Note; (h) assignment for the benefit of Borrower creditors by, or the property commencement of Borrower; entry of an order for relief against Borrower any case or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding (whether for the purpose of liquidation or rehabilitation or otherwise) under any bankruptcy or insolvency laws or the death of, by or against Borrower or of, by or against any subsidiary Guarantor; (i) the Bank in good faith believes that the prospect of Borrower seeking liquidationpayment or performance is impaired; (j) participation in any illegal activity or in any activity, reorganization, whether or other relief with respect not related to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by the business of the Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of Guarantor that may subject the assets of the Borrower or Guarantor to a restraining order or any form of injunction issued by any federal or state court or any seizure, forfeiture or confiscation by any federal or state governmental instrumentality; and (k) failure to comply with any and all terms and conditions contained in any other document or security instrument which may in any way evidence, govern and/or secure this Note. Upon the taking occurrence of any other action by Borrower to liquidate or dissolve;
(h) The cessation Event of Borrower to be a type Default, the availability of institution that is eligible under advances hereunder shall, at the Act to become a Borrower option of the Bank; , be deemed to be automatically terminated and the Bank, at its sole and absolute discretion, may declare all advances outstanding hereunder, together with any and all accrued interest thereon and all applicable late charges and all other liabilities or in the case of member borrowers, termination obligations of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of and/or any Guarantor to the Bank to be forthwith due and payable without presentment or is not otherwise eligible to borrow from the Bank if such demand for payment, notice of non-member payment, protest or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making any other notice or demand of any Advance type or from kind, all of which are hereby expressly waived by the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultand/or any Guarantor.
Appears in 1 contract
Events of Default; Acceleration. Upon In the event of the occurrence of and during the continuation of any of the following events or conditions of default ("“Event of Default"”), the Bank FHLBNY may at its own option option, by a notice to the Member, declare all Indebtedness and accrued interest thereon, including any prepayment fees and or charges that which are payable as provided for in the event of the payment of an Advance before the date(s) scheduled for repaymentSection 4.03 hereof, to be immediately due and payable without presentment, demand, protestprotest or any further notice; provided, however, that for the events described in subsection (G) hereof, all Indebtedness and accrued interest thereon, including any prepayment fees or charges which are payable as provided in Section 4.03 hereof, shall be automatically and immediately due and payable without any such notice by the FHLBNY to Member and without presentment, demand, protest or any further notice:
(aA) The failure Failure of Borrower the Member to pay when due the any interest on or the principal of any Advance;; or
(bB) The failure Failure of Borrower the Member to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of AdvanceAdvance Application, or in any other agreement to which Borrower the Member and the Bank FHLBNY are parties;; or
(cC) Evidence coming to the attention of the Bank FHLBNY that any representationrepresentations, statementstatements, or warranty made or furnished in any manner to the Bank FHLBNY by or on behalf of Borrower the Member in connection with any AdvanceAdvance or Commitment, any specification of Qualifying Collateral, Collateral or any certification of Fair Market Value was false in any material respect when made or furnished;; or
(dD) Failure of the Member to maintain adequate Qualifying Collateral free of any encumbrances or claims as required herein; or
(E) The issuance of any tax tax, levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;; or
(eF) Any suspension of payment by Borrower the Member to any creditor of sums due or the occurrence of any event that which results in acceleration of another creditor having the right to accelerate the maturity of any indebtedness of Borrower to others the Member under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;; or
(fG) The appointment Appointment of a conservator conservator, receiver, trustee or receiver similar official for Borrower the Member (or any subsidiary of Borrower the Member) or the property of Borrower; Member’s property, entry of an order for relief against Borrower relief, judgment or decree adjudicating the Member or any subsidiary of Borrower under the federal Member insolvent or bankrupt, the filing of an involuntary bankruptcy laws; entry of a judgment or decree adjudicating Borrower petition against the Member (or any subsidiary of Borrower insolvent; commencement of a case or other proceeding the Member) which is not dismissed within 60 days after the filing thereof, an assignment by or against Borrower the Member (or any subsidiary of Borrower seeking liquidation, reorganizationthe Member) for benefit of creditors, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter an admission in effect; or an assignment writing by Borrower the Member (or any subsidiary of Borrower for the benefit Member) of creditors;its inability to pay its debts or its insolvency; or
(gH) The sale Sale by Borrower the Member of all or a material part of the Member’s assets of Borrower or the taking of any other action by Borrower the Member to liquidate or dissolve;; or
(hI) The cessation Termination of Borrower the Member’s Membership in the FHLBNY, or the Member’s ceasing to be a type of financial institution that is eligible under the Act to become a Borrower Member of the BankFHLBNY; or in the case of member borrowers, termination of the membership of Borrower in the Bank;or
(iJ) Merger, consolidation, consolidation or other combination of Borrower the Member with an entity that which is not a member Member of the Bank or is not otherwise eligible to borrow from FHLBNY if the Bank if such non-member or non-eligible nonmember entity is the surviving entity;; or
(jK) With respect to Advances made pursuant to Section 11 (g)(4) of the Act, if the creditor liabilities of the Member, excepting liabilities to the FHLBNY, are increased in any manner to an amount exceeding five percent (5%) of the Member’s net assets; or
(L) The Bank FHLBNY reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower the Member from that disclosed at the time of the making of any Advance or from the condition of Borrower the Member as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultFHLBNY.
Appears in 1 contract
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 of Collateral remain in good condition and during adequate security for the continuation of any of the indebtedness. The following are events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness under this Security Agreement which will allow Secured Party to take such action under this Paragraph and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticeunder Paragraph 10 as it deems necessary:
(a) The failure any of Borrower Debtor's obligations to pay Secured Party under any agreement with Secured Party is not paid promptly when due the interest on or the principal of any Advancedue;
(b) The failure of Borrower to perform Debtor breaches any promise warranty or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceprovision hereof, or in of any note or of any other instrument or agreement delivered by Debtor to which Borrower and the Bank are partiesSecured Party in connection with this or any other transaction;
(c) Evidence coming Debtor dies, becomes insolvent or ceases to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnisheddo business as a going concern;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateralit is determined that Debtor has given Secured Party materially misleading information regarding its financial condition;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, Collateral is lost or comparable undertakingdestroyed;
(f) The appointment of a conservator complaint in bankruptcy or receiver for Borrower arrangement or any subsidiary of Borrower reorganization or the property of Borrower; entry of an order for relief against Borrower or under any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding insolvency law is filed by or against Borrower Debtor or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect Debtor admits its inability to it or pay its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsas they mature;
(g) The sale by Borrower property of all Debtor is attached or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolvereceiver is appointed for Debtor;
(h) The cessation whenever Secured Party in good faith believes the prospect of Borrower to be a type of institution that payment or performance is eligible under the Act to become a Borrower of the Bank; impaired or in good faith believes the case of member borrowers, termination of the membership of Borrower in the BankCollateral is insecure;
(i) Mergerany guarantor, consolidationsurety or endorser for Debtor dies or defaults in any obligation or liability to Secured Party or any guaranty obtained in connection with this transaction is terminated or breached. If Debtor shall be 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 combination of Borrower with an entity that is not a member present or future agreement (collectively, the "Indebtedness") shall, if Secured Party shall so elect, become immediately due and payable. After acceleration:
(a) the unpaid principal balance of the Bank or is not otherwise eligible to borrow from indebtedness described in any Schedule in which interest has been precomputed shall bear interest at the Bank rate of 18% per annum (or, if such non-member or non-eligible entity is less, the surviving entity;maximum rate permitted by law) until paid in full; and
(jb) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time unpaid principal balance of the making 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 shall the Debtor upon demand by Secured Party for payment of the Indebtedness, by acceleration of the maturity thereof or otherwise, be obligated to pay any Advance or from interest in excess of the condition amount permitted by law. Any acceleration of Borrower as theretofore most recently disclosed the indebtedness, if elected by Secured Party, shall be subject to the Bank; or
(k) The Bank reasonably all applicable laws, including laws relating to rebates and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultrefunds of unearned charges.
Appears in 1 contract
Events of Default; Acceleration. Upon Any or all of the obligations, indebtedness and liabilities of Borrower to Bank, including, without limitation, the Liabilities, shall be, at the option of Bank and notwithstanding any time or credit allowed by any of the Loan Documents or any other document, agreement or instrument evidencing any of the Liabilities, immediately due and payable without notice or demand, and the obligation of Bank to make advances hereunder shall immediately cease and terminate upon and after the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticedefault:
(a) The failure default in the payment or performance, when due or payable, of any of the Liabilities of Borrower or any liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the Liabilities of Borrower to pay when due the interest on or the principal of any AdvanceBank;
(b) The failure of Borrower by Borrower, any guarantor or any other person or entity, as applicable, to (i) pay or perform any promise act or obligation imposed hereby or to satisfy by any condition or liability contained herein, in any Confirmation of Advancethe other Loan Documents, or (ii) comply with any of the terms, conditions, warranties, covenants or requirements contained or referenced herein or in any one or more of the other agreement to which Borrower and the Bank are partiesLoan Documents;
(c) Evidence coming failure of Borrower or any other person or entity, as applicable, to the attention pay when due (i) any tax or (ii) any premium on any (a) insurance policy assigned to Bank, or (b) any insurance covering any Collateral;
(d) if any warranty or representation contained herein shall prove false or misleading or if Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank that made or makes any representationother misrepresentation to Bank for the purpose of obtaining credit or any extension of credit;
(e) failure of Borrower or any endorser, statementguarantor, or warranty made surety for any of the Liabilities of Borrower to Bank to furnish financial information or furnished to permit the inspection of the books or records or Collateral of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(f) issuance of an injunction or attachment against property of, the general assignment by, judgment against or filing of a petition in bankruptcy by or against Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; the filing of an application in any manner court for a receiver for Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; or the death, dissolution, incapacity or liquidation of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(g) calling of a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a composition or extension to creditors by, for or of Borrower or by, for or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(h) bankruptcy or Insolvency of Borrower or of any of Borrower’s owners, or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(i) any change in the management, nature, control or structure of Borrower without the prior written consent of Bank;
(j) failure of Borrower or any other person or entity, as applicable, to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection herewith;
(k) occurrence or continuation of any default or event of default by or attributable to Borrower under or in connection with any mortgage, lease, security agreement, note, bond, indenture, loan agreement or similar instrument or agreement to which Borrower is now or may hereafter be a party or by which Borrower or any of its property (including, without limitation, the Collateral) is now or may hereafter be bound or affected;
(l) fraud or misrepresentation by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false guarantor in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process its transactions with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(im) Merger, consolidation, such a change in the condition or other combination affairs (financial or otherwise) of Borrower with an entity that is not a member or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank or is not otherwise eligible to borrow from of the Bank if such non-member Collateral or non-eligible entity is any other source of repayment of or security for any of the surviving entityLiabilities which, in the opinion of Bank, impairs Bank’s security or increases its risk;
(jn) The any breach or violation of or failure to abide by any warranty, covenant, term or provision of this Credit Agreement, the Note or any of the other Loan Documents; Bank’s not obtaining or maintaining a first perfected security interest in any of the Collateral; or the termination, cancellation or revocation of any of the Loan Documents without Bank’s consent or the determination by Bank reasonably and in good faith determines that any of the Loan Documents is void, voidable or unenforceable;
(o) a material adverse change has occurred judgment against Borrower remaining unpaid, unstayed or undismissed for a period of more than ten (10) days;
(p) Borrower discontinuing doing business for more than five (5) consecutive calendar days during any year for any reason, unless such discontinuation is caused by a force majeure or other significant disruption in the financial condition of Borrower from and business markets that is beyond the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the BankBorrower’s control; or
(kq) The Bank reasonably any default or event of default under the Note or any of the other Loan Documents. It is expressly understood and agreed that neither (a) the provisions above or any of the other terms of any of the Loan Documents nor (b) Borrower’s or any other person’s compliance or non-compliance with this Credit Agreement or any of the other Loan Documents shall abrogate or restrict Bank’s right to demand payment in good xxxxx xxxxx itself insecure even though Borrower is not otherwise full of the Revolving Line and all other Liabilities at any time in defaultBank’s sole discretion.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Universal Power Group Inc.)
Events of Default; Acceleration. Upon Any or all of the obligations, indebtedness and liabilities of Borrower to Bank, including, without limitation, the Liabilities, shall be, at the option of Bank and notwithstanding any time or credit allowed by any of the Loan Documents or any other document, agreement or instrument evidencing any of the Liabilities, immediately due and payable without notice or demand, and the obligation of Bank to make advances hereunder shall immediately cease and terminate upon and after the occurrence of and during the continuation of any of the following events or conditions of default ("each an “event of default” or an “Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:”):
(a) The failure default in the payment or performance, when due or payable, of any of the Liabilities of Borrower or any liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the Liabilities of Borrower to pay when due the interest on or the principal of any AdvanceBank;
(b) The failure of Borrower by Borrower, any guarantor or any other person or entity, as applicable, to (i) pay or perform any promise act or obligation imposed hereby or to satisfy by any condition or liability contained herein, in any Confirmation of Advancethe other Loan Documents, or (i) comply with any of the terms, conditions, warranties, covenants or requirements contained or referenced herein or in any one or more of the other agreement to which Borrower and the Bank are partiesLoan Documents;
(c) Evidence coming failure of Borrower or any other person or entity, as applicable, to the attention pay when due (i) any tax or (i) any premium on any (a) insurance policy assigned to Bank, or (b) any insurance covering any Collateral;
(d) if any warranty or representation contained herein shall prove false or misleading or if Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank that made or makes any representationother misrepresentation to Bank for the purpose of obtaining credit or any extension of credit;
(e) failure of Borrower or any endorser, statementguarantor, or warranty made surety for any of the Liabilities of Borrower to Bank to furnish financial information or furnished to permit the inspection of the books or records or Collateral of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(f) issuance of an injunction or attachment against property of, the general assignment by, judgment against or filing of a petition in bankruptcy by or against Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; the filing of an application in any manner court for a receiver for Borrower or any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank; or the death, dissolution, incapacity or liquidation of Borrower or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(g) calling of a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a composition or extension to creditors by, for or of Borrower or by, for or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(h) bankruptcy or Insolvency of Borrower or of any of Borrower’s owners, or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank;
(i) any change in the ownership, nature, control or structure of Borrower without the prior written consent of Bank;
(j) failure of Borrower or any other person or entity, as applicable, to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection herewith;
(k) occurrence or continuation of any default or event of default by or attributable to Borrower under or in connection with any mortgage, lease, security agreement, note, bond, indenture, loan agreement or similar instrument or agreement to which Borrower is now or may hereafter be a party or by which Borrower or any of its property (including, without limitation, the Collateral) is now or may hereafter be bound or affected;
(l) fraud or misrepresentation by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false guarantor in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process its transactions with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(im) Merger, consolidation, such a change in the condition or other combination affairs (financial or otherwise) of Borrower with an entity that is not a member or of any endorser, guarantor or surety for any of the Liabilities of Borrower to Bank or is not otherwise eligible to borrow from of the Bank if such non-member Collateral or non-eligible entity is any other source of repayment of or security for any of the surviving entityLiabilities which, in the opinion of Bank, impairs Bank’s security or increases its risk;
(jn) The Bank reasonably and in good faith determines that a material adverse change has occurred in any breach or violation of or failure to abide by any warranty, covenant, term or provision of this Agreement, the financial condition of Borrower from the time Note or any of the making other Loan Documents; Bank’s not obtaining or maintaining a first perfected security interest in any of the Collateral; or the termination, cancellation or revocation of any Advance of the Loan Documents without Bank’s consent or from the condition determination by Bank that any of the Loan Documents is void, voidable or unenforceable;
(o) a judgment against Borrower as theretofore most recently disclosed to the Bankremaining unpaid, unstayed or undismissed for a period of more than five (5) days; or
(kp) The Bank reasonably Borrower discontinuing doing business for more than five (5) consecutive calendar days during any year for any reason. It is expressly understood and agreed that neither (a) the provisions above or any of the other terms of any of the Loan Documents nor (b) Borrower’s or any other person’s compliance or non-compliance with this Agreement or any of the other Loan Documents shall abrogate or restrict Bank’s right to demand payment in good xxxxx xxxxx itself insecure even though Borrower is not otherwise full of the Revolving Line and all other Liabilities at any time in defaultBank’s sole discretion.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Tornier N.V.)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Mortgagee may, at its sole option, declare all of the following events or conditions of default amounts secured by this Leasehold Mortgage ("Event of Default"), the Bank may at its own option declare all Indebtedness including prior and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(ssubsequent debts) scheduled for repayment, to be immediately due and payable without presentmentpayable, demandand Mortgagee may pursue any remedies permitted by this Mortgage, protest, or any further notice:
if (a) The failure Mortgagor defaults under or breaches any covenant of Borrower to pay when due the interest on this Leasehold Mortgage or the principal of any Advance;
promissory note secured by this Leasehold Mortgage; (b) The failure Mortgagor conveys, contracts to convey, grants any option for the purchase of, encumbers, allows the encumbrance of Borrower (whether voluntarily or involuntarily), sells under contract for deed or installment land contract, leases with an option to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advancepurchase, or otherwise transfers all or any part of the Property or any interest or estate of any nature in any other agreement the Property; provided however, this clause shall not apply to which Borrower and this Leasehold Mortgage or the Bank are parties;
first leasehold mortgage from Mortgagor to Standard Insurance Company, its successors or assigns; (c) Evidence coming to Mortgagor or any partner (if any) of Mortgagor voluntarily files a petition under the attention of the Bank that federal Bankruptcy Code or under any representation, statement, state bankruptcy or warranty made insolvency act or furnished files an answer in any manner involuntary proceeding admitting insolvency or inability to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
pay debts; (d) The issuance Mortgagor or any partner (if any) in Mortgagor fails within thirty days to obtain a vacation or stay of any tax levyinvoluntary proceedings brought for the bankruptcy, seizurereorganization, attachment, garnishment, levy dissolution or liquidation of execution, or other legal process with respect to the Collateral;
Mortgagor; (e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator trustee or receiver is appointed for Borrower Mortgagor or any subsidiary partner (if any) in Mortgagor or any of Borrower Mortgagor’s property or the property of Borrowerany partner in Mortgagor; entry of an order for relief against Borrower (f) Mortgagor or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter partner (if any) in effect; or Mortgagor makes an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
; (g) The sale any foreclosure proceeding is instituted by Borrower of all or a material part of the assets of Borrower or the taking holder of any other action by Borrower to liquidate deed of trust, mortgage, or dissolve;
lien upon the Property; or (h) The cessation at any time, during the life of Borrower this Leasehold Mortgage, Mortgagee in its sole opinion believes that the Property and all other security given to be a type secure the note, is insufficient to secure the payment of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultremaining indebtedness.
Appears in 1 contract
Samples: Leasehold Mortgage
Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit Facility shall, at the option of Lender, be immediately due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default (each of which shall be hereinafter referred to as an "Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
): (a) The default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) if any representation or warranty by Borrower hereunder is not complete or accurate at any time that any advances are outstanding hereunder; (c) failure of Borrower after request by Lender to pay when due permit the interest on inspection of books or the principal records of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
Borrower; (d) The issuance of any tax levy, seizure, attachment, garnishment, levy injunction or of execution, an attachment or other legal process with respect to the Collateral;
judgment against any property of Borrower that is not discharged within thirty (30) days after issuance; (e) Any suspension the insolvency of payment Borrower, or the filing of any bankruptcy, reorganization, debt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for thirty (30) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator receiver, liquidator, assignee, trustee, custodian or receiver similar official for Borrower or any subsidiary of its property, or the making by Borrower of any assignment for the benefit of creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; (f) a change in the condition or affairs (financial or otherwise) of Borrower that in the opinion of the Lender increases Lender's risk in connection with the Revolving Credit Facility or impairs the property FORM OF prospect of Borrowertimely payment of the Revolving Credit Facility; entry (g) default in the performance of any obligation, covenant or agreement contained or referred to herein or in the Note; or (h) failure of a "Condition of Lending" described hereinafter in Section 7. For purposes of this Section 5, an order for relief against Borrower or Event of Default by any subsidiary of Borrower under the federal bankruptcy laws; entry shall be deemed an Event of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding Default by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultBorrower.
Appears in 1 contract
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 of Collateral remain in good condition and during adequate security for the continuation of any Obligations. Each of the following events or conditions of default ("is an Event of Default"), the Bank may at its own option declare all Indebtedness Default under this Security Agreement which will allow Secured Party to take such action under this Paragraph and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticeunder Paragraph 10 as it deems necessary:
(a) The failure of Borrower Debtor shall fail to pay when any installment of principal or interest owing with respect to a Schedule within fifteen (15) days after the due the interest on or the principal of any Advancedate thereof;
(b) The Debtor shaft fail to pay any of the Obligations not evidenced by a Schedule on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise) and such failure shall not be cured within fifteen (I 5) days after the date on which Secured Party gives to Debtor written notice of Borrower Debtor's failure to perform any promise make such payment on or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and before the Bank are partiesdue date thereof;
(c) Evidence coming to the attention of the Bank that Debtor breaches any representation, statementwarranty or provision hereof, or warranty made of any other Loan Document, any note or furnished in of any manner other instrument or agreement delivered by Debtor to the Bank by or on behalf of Borrower Secured Party in connection with any Advance, any specification of Qualifying Collateral, this or any certification of Fair Market Value was false in any material respect when made or furnishedother transaction;
(d) The issuance Coast Resorts, Inc. shall fail to comply with the terms of any tax levythe non- spinoff letter dated October 24, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;1996.
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event it is determined that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertakingDebtor has given Secured Party materially misleading information regarding its financial condition;
(f) The appointment there shall occur any loss, theft, damage or destruction of a conservator or receiver for Borrower or any subsidiary of Borrower Collateral not fully covered by insurance (as required by this Security Agreement and subject to such deductibles as Secured Party shall have agreed to in writing), or the property making of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationlevy, reorganizationseizure, or other relief with respect to it attachment thereof or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsthereon;
(g) The sale by Borrower Debtor shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) make an assignment for the benefit of all its creditors, or (iii) commence a material proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property, or (iv) a compliant or petition or answer seeking reorganization or arrangement or any similar relief under the assets of Borrower Federal bankruptcy laws or the taking of any other action applicable law or statute of the United States of America or any state is filed by Borrower to liquidate or dissolveagainst the Debtor and, if filed against the Debtor, continues unstayed and in effect for a period of 60 days, or (v) a court of competent jurisdiction, trustee or conservator shall otherwise assume custody or control of the Debtor or of the whole or any substantial part of its assets;
(h) The cessation Debtor fails to maintain any and all licenses, permits, approvals or authorizations of Borrower any kind necessary under Nevada statutes or required by the Nevada Gaming Commission to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or engage in the case business of member borrowersoperating a Casino. For the purposes hereof "Casino" shall mean a gaming establishment and other property or assets ancillary thereto or used in connection therewith, termination of the membership of Borrower in the Bankincluding restaurants, hotels, theaters, non- gaming retail businesses, and golf courses and other recreation and entertainment facilities;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 1 contract
Samples: Master Security Agreement (Coast Hotels & Casinos Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("“Event of Default"’), the Seattle Bank may at its own option option, by a notice to Customer, declare all Indebtedness and accrued interest thereon, including any prepayment fees and or charges that which are provided for payable in the event of connection with the payment prior to the originally scheduled maturity of an any Advance before the date(s) scheduled for repaymentor Other Credit Accommodation, to be immediately due and payable without presentment, demand, protest, protest or any further noticenotice and/or terminate any obligation on the part of Seattle Bank in respect of any Commitment to make or continue making any Advances:
(a) The failure 4.1.1 Failure of Borrower Customer to pay when due the any interest on or the principal of any Advance;Advance or Other Credit Accommodation; or
(b) The failure 4.1.2 Failure of Borrower Customer to perform any promise or obligation or to satisfy any condition or liability contained hereinin this Agreement, in the Credit Policy or any Advances Note, Advance Master Application or Advance Confirmation of AdvanceAdvice, or in any other agreement to which Borrower Customer and the Seattle Bank are parties;, whether pertaining to any Advance, Other Credit Accommodation or Other Obligations; or
(c) 4.1.3 Evidence coming to the attention of the Seattle Bank that any representationrepresentations, statementstatements, or warranty made or furnished in any manner to the Seattle Bank by or on behalf of Borrower Customer in connection with any AdvanceAdvance or Other Credit Accommodation, any specification of Qualifying Collateral, Eligible Collateral or any certification of Fair Market Value was false were false, misleading or incomplete in any material respect when made or, with the passage of time, have become untrue in any material respect; or
4.1.4 Failure of Customer to maintain adequate Eligible Collateral free of any encumbrances or furnished;claims as required in this Agreement, or any material damage to or loss of Eligible Collateral, or any sale or encumbrance of any Eligible Collateral except as permitted by this Agreement
(d) 4.1.5 The issuance of any tax tax, levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to any of the Collateral;; or
(e) 4.1.6 Any suspension of payment by Borrower Customer to any creditor of sums due or the occurrence of any event that which results in acceleration of another creditor having the right to accelerate the maturity of any indebtedness of Borrower to others Customer under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;; or
(f) The 4.1.7 Any taking over of the Customer or any of its assets or affiliates by a supervising agency, or an application for or appointment of a conservator or receiver for Borrower Customer or any subsidiary affiliate of Borrower Customer or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; Customer’s property, entry of a judgment or decree adjudicating Borrower Customer or any subsidiary affiliate of Borrower insolvent; commencement of a case Customer insolvent or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationbankrupt, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower Customer or any subsidiary affiliate of Borrower Customer for the benefit of creditors;, or the entry of any supervisory or consent order pertaining to Customer or any affiliate of Customer by any regulatory body or by any court at the request of such regulator; or
(g) The sale 4.1.8 Sale by Borrower Customer of all or a material part of the assets of Borrower Customer’s asset or the taking of any other action by Borrower Customer to liquidate or dissolve;; or
(h) The cessation 4.1.9 Termination of Borrower Customer’s membership in Seattle Bank, or Customer’s ceasing to be a type of financial institution that is eligible under the Act or the Regulations to become a Borrower Customer of the Seattle Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;or
(i) 4.1.10 Merger, consolidation, consolidation or other combination of Borrower Customer with an entity that which is not a member Customer of the Bank or is not otherwise eligible to borrow from the Seattle Bank if such the non-member or non-eligible Customer entity is the surviving entity;; or
(j) The 4.1.11 Seattle Bank reasonably and determines in good faith determines that a material adverse change has occurred in the financial condition of Borrower Customer from that disclosed at the time of the making of any Advance or from the condition of Borrower Customer as theretofore most recently disclosed to the Seattle Bank; or
(k) The 4.1.12 Seattle Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower Customer is not otherwise in default; or
4.1.13 Customer has borrowed, or committed to borrow, from any source an amount that is greater than the amount Customer is permitted to borrow under applicable law.
Appears in 1 contract
Samples: Advances, Security and Deposit Agreement (Net Lease Acquisition LLC)
Events of Default; Acceleration. Upon the The occurrence of and during the continuation of any one or more of the following events or conditions of default (shall constitute an "Event of Default")" hereunder, and upon such Event of Default, the Bank may at its own option declare entire principal balance outstanding hereunder, together with all Indebtedness and accrued interest thereonand other amounts payable hereunder, including any prepayment fees and charges that are provided for in at the event election of the payment of an Advance before the date(s) scheduled for repaymentXxxxxx, to be shall become immediately due and payable payable, without presentment, demand, protest, or any further noticenotice to Borrower:
(a) The failure Nonpayment of Borrower to pay principal, interest or other amounts when the same shall become due the interest on or the principal of any Advanceand payable hereunder;
(b) The failure of Borrower to perform comply with any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation provision of Advance, or in any other agreement to which Borrower and the Bank are partiesthis Note;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf The failure of Borrower to comply with any provision of any document, instrument or agreement executed in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnishedthe indebtedness evidenced hereby;
(d) The issuance calling of a meeting of the creditors of Borrower or any tax levy, seizure, attachment, garnishment, levy of execution, other person or other legal process with respect to the Collateralentity who is or may become liable hereunder;
(e) Any suspension of payment The making by Borrower to or any creditor other person or entity who is or may become liable hereunder of sums due or an assignment for the occurrence benefit of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertakingits creditors;
(f) The appointment of (or application for appointment of) a conservator or receiver for of Borrower or any subsidiary other person or entity who is or may become liable hereunder, or the involuntary filing against or voluntary filing by Xxxxxxxx, or any other person or entity who is or may become liable hereunder, of a petition or application for relief under federal bankruptcy law or any similar state or federal law, or the issuance of any writ of garnishment, execution or attachment for service with respect to Borrower or any person or entity who is or may become liable hereunder, or any property of Borrower or the property of Borrower; entry of an order for relief against Borrower any person or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment entity who is or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsmay become liable hereunder;
(g) The sale by Borrower of all transfers any right or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;obligation under this Note without Xxxxxx’s prior written consent; or
(h) The cessation of Borrower to Any statement, representation or warranty contained herein shall be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultfalse.
Appears in 1 contract
Samples: Multiple Advance Revolving Credit Note (TherapeuticsMD, Inc.)
Events of Default; Acceleration. Upon the occurrence of Debtor and during the continuation of any Secured Party acknowledge that time is of the essence in this Agreement. The following are events or conditions of default ("Event individually and collectively, “Default”) under this Agreement permitting Secured Party to take such action under Paragraph 10 of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticethis Agreement as Secured Party deems necessary:
(a) The failure any of Borrower Debtor’s obligations to Secured Party and/or any affiliate of Secured Party under this Agreement, any Finance Plan or any other agreement are not paid or performed as required, or within any grace period allotted by this Agreement or any Dealer Program Letter or Finance Plan to so pay when due the interest on or the principal of any Advanceperform;
(b) The failure there occurs a default by any affiliate of Borrower to perform Debtor under any promise agreement with Secured Party and/or any affiliate of Secured Party, and said default is not cured on or obligation before the expiration of any grace period allotted by this Agreement or to satisfy any condition Dealer Program Letter or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are partiesFinance Plan;
(c) Evidence coming to the attention any sale or other disposition of the Bank that any representation, statement, or warranty Collateral is made or furnished by Debtor other than in any manner to the Bank by or on behalf of Borrower in connection compliance with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnishedParagraph 7 hereof;
(d) The issuance Debtor breaches any representation, warranty or covenant contained herein or in any other instrument or agreement delivered by Debtor to Secured Party or any affiliate of Secured Party in connection with this Agreement or any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateraltransaction;
(e) Any suspension Debtor dies, ceases to do business as a going concern or there occurs a material change in the ownership or management of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertakingDebtor’s business;
(f) The appointment any of a conservator the Collateral is lost, damaged or receiver for Borrower or any subsidiary destroyed and Debtor fails to pay to Secured Party, within five (5) days thereafter, the unpaid Invoice Cost of Borrower or the property of Borrower; entry of such Collateral unless there is an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsunreconciled insurance claim;
(g) The sale by Borrower Debtor becomes insolvent or bankrupt; makes an assignment for the benefit of all creditors or consents to the appointment of a trustee or receiver; a trustee or a material receiver is appointed for Debtor or for a substantial part of its property without its consent and such trustee or receiver is not removed within a period of thirty (30) days; bankruptcy, reorganization or insolvency proceedings are instituted by or against Debtor and, if instituted against Debtor, are not dismissed within a period of thirty (30) days; or if any of the assets foregoing occurs with respect to any guarantor or other party liable for any of Borrower or Debtor’s and/or its affiliates obligations to Secured Party and/or its affiliates; * Pursuant to 17 CFR 240.24b-2, confidential treatment of the taking of any other action by Borrower to liquidate or dissolve;omitted information has been requested and has been filed separately with the Securities and Exchange Commission.
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower all or any part of the Bank; Collateral is attached, levied or seized upon in the case of member borrowers, termination of the membership of Borrower in the Bankany proceeding and such process is not discharged or bonded within ten (10) days;
(i) Merger, consolidation, Secured Party concludes that the prospect of payment or other combination performance of Borrower with an entity that Debtor’s and/or its affiliates obligations to Secured Party and/or its affiliates is not impaired by reason of a member material adverse change in the business prospects or financial condition of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;Debtor; or
(j) The Bank reasonably and any guarantor, surety or endorser for any of Debtor’s and/or its affiliates obligations to Secured Party and/or its affiliates dies, defaults in good faith determines that a material adverse change has occurred in the financial condition any obligation or liability owing to Secured Party or any affiliate of Borrower from the time Secured Party, or any guaranty of the making of obligations secured hereby is terminated. If Debtor is in default hereunder, the indebtedness herein described and all other debts then owing by Debtor to Secured Party and/or its affiliates under this Agreement or any Advance other present or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably future agreement shall, if Secured Party or any such affiliate shall so elect, become immediately due and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultpayable.
Appears in 1 contract
Samples: Program Agreement (Arctic Cat Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any of the following events occurs: 1. The Borrower or conditions any guarantor of default this note ("Event of DefaultGuarantor"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower fails to pay when due the interest on any amount payable under this note or the principal under any agreement or instrument evidencing debt to any creditor; 2. The Borrower or any Guarantor (a) fails to observe or perform any other term of any Advance;
this note; (b) The failure of Borrower to perform makes any promise materially incorrect or obligation or to satisfy any condition or liability contained hereinmisleading representation, in any Confirmation of Advancewarranty, or in any other agreement certificate to which Borrower and the Bank are parties;
Lender; (c) Evidence coming makes any materially incorrect or misleading representation in any financial statement or other information delivered to the attention of the Bank that any representation, statement, Lender; or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance defaults under the terms of any tax levy, seizure, attachment, garnishment, levy of execution, agreement or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower instrument relating to any debt for borrowed money (other than the debt evidenced by this note) such that the creditor of sums declares the debt due or before its maturity; 3. There is a default under the occurrence terms of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligationloan agreement, mortgage, security agreement, indenture, or any other document executed as part of the loan agreementevidenced by this note, or comparable undertaking;
any guaranty of the loan evidenced by this note becomes unenforceable in whole or in part, or any Guarantor fails to promptly perform under its guaranty; 4. A "reportable event" (fas defined in the Employee Retirement Income Security Act of 1974 as amended) The appointment occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of a conservator or receiver for the Borrower or any subsidiary affiliate of Borrower or the property of Borrower; entry of an order for relief against 5. The Borrower or any subsidiary of Borrower under the federal bankruptcy lawsGuarantor becomes insolvent or unable to pay its debts as they become due; entry of a judgment or decree adjudicating 6. The Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or Guarantor (a) makes an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
; (gb) The sale by consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; 7. A custodian, receiver, or trustee is appointed for the Borrower or any Guarantor or for a substantial part of all its assets without the consent of the party against which the appointment is made and is not removed within 60 days after such appointment; 8. 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 the Borrower or Guarantor consents to the commencement of such proceedings; 9. Any judgment is entered against the Borrower or any Guarantor, or any attachment, levy, or garnishment is issued against any property of the Borrower or any Guarantor; 10.The Borrower or any Guarantor dies; 11.The Borrower or any Guarantor, without the Lender'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 corporation or business entity except in the ordinary course of business, or (e) agrees to do any 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); 12.The loan-to-value ratio of any pledged securities at any time exceeds N/A%, and such excess continues for five (5) days after notice from the Lender to the Borrower; 13.There is a substantial change in the existing or prospective financial condition of the Borrower or any Guarantor which the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and Lender in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.be materially adverse;
Appears in 1 contract
Samples: Installment Business Loan Note/Security Agreement (Interface Systems Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Each of the following events or conditions of default (is hereby defined as, and is declared to be and to constitute, an "Event of Default"), " hereunder:
A. Failure by the Bank may at its own option declare all Indebtedness Company to make or cause to be made any Loan Repayment or Additional Loan Repayment required to be made hereunder and accrued interest thereon, including any prepayment fees and charges that are provided for in under the event of the payment of an Advance Note on or before the date(sdate the same is due; or
B. Failure or refusal by the Company to comply with any of its other covenants hereunder and such failure or refusal shall continue for a period of sixty (60) scheduled for repayment, days after written notice thereof has been given to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower Company and the Bank are parties;by the Issuer or the Trustee; provided that if such failure is of such nature that it can be corrected but not within sixty (60) days, it will not be an Event of Default so long as prompt corrective action is instituted and is diligently pursued; or
C. The Company shall (ci) Evidence coming apply for or consent to the attention 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 (iii) make a general assignment for the benefit of creditors, or (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 seek 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 taken by it for the purpose of effecting any of the Bank that any representation, statementforegoing, or warranty made (iv) if without the application, approval or furnished consent of the Company, a proceeding shall be instituted in any manner court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Bank by Company an order for relief or on behalf an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of Borrower in connection with any Advancedebts, any specification the appointment of Qualifying Collaterala trustee, receiver, liquidator or custodian or the like of the Company or of all or any certification substantial part of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of executionits assets, or other legal process with like relief in respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others thereof under any obligationbankruptcy or insolvency law, security agreementand, indentureif such proceeding is being contested by the Company in good faith, loan agreement, or comparable undertaking;
the same shall (fA) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or result in the property of Borrower; entry of an order for relief against Borrower or any subsidiary such adjudication or appointment or (B) remain unvacated, undismissed and undischarged for a period of Borrower sixty (60) days; or
D. For any reason the Bonds are declared due and payable by acceleration in accordance with Section 10.2 of the Indenture; or
E. Receipt by the Trustee, the Paying Agent and the Company of a written notice from the Bank (i) stating that an Event of Default (as defined in the Credit Agreement) has occurred and is continuing and (ii) requesting the Trustee to declare the principal of the Outstanding Bonds immediately due and payable; or
F. If the Trustee and the Paying Agent receive notice from the Bank prior to the 15th day following a drawing under the federal bankruptcy laws; entry Letter of a judgment or decree adjudicating Borrower or any subsidiary Credit for payment of Borrower insolvent; commencement interest on those Bonds Outstanding after the application of a case or other proceeding by or against Borrower or any subsidiary the proceeds of Borrower seeking liquidationsuch drawing, reorganization, or other relief that the Letter of Credit will not be reinstated with respect to it or its debts under any bankruptcysuch interest; Then and in each and every such case the Trustee, insolvencyby prompt notice in writing to the Company, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of Issuer, the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of LGC and the Bank; or , shall in the case of member borrowersan Event of Default under 5.1.A hereof and in all other cases may, termination if such Event of Default has not been cured, declare all sums which the Company is obligated to pay under this Agreement to be due and payable immediately, and upon such declaration the same shall become and shall be immediately due and payable, anything in this Agreement contained to the contrary notwithstanding. In case the Trustee shall have proceeded to enforce any right under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Issuer and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the membership of Borrower in Company the Bank;
(i) Merger, consolidation, Issuer and its assignee or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower Trustee shall continue as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultno proceeding had been taken.
Appears in 1 contract
Samples: Loan Agreement (Easco Inc /De/)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any one or more of the following events or conditions (herein called "Events of default (Default" and individually, an "Event of Default")) shall occur:
(a) failure of the Borrower to pay principal, interest or any other sum due hereunder or under the Note when due and payable;
(b) failure of the Borrower to pay when due and payable any amount (whether principal, interest or any other sum) to the Bank under any loan not guaranteed by Eximbank that has been extended by any Bank to the Borrower;
(c) the existence of a Borrowing Base Deficiency for more than two Business Days;
(d) failure of the Borrower to fully comply with the provisions of Section 8.5, Article VIII (B) or Article VIII (C) hereof, as and when provided therein;
(e) any representation or warranty of the Borrower in this Agreement or any of the other Financing Agreements or in any other document or instrument delivered pursuant to or in connection with this Agreement shall have been false in any material respect upon the date when made or deemed to have been made or repeated;
(f) the Borrower or any of its Subsidiaries shall fail to pay when due, or within any applicable period of grace, any obligation for borrowed money or credit received, or in respect of any Capitalized Leases, in an amount in excess of $300,000; or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received, or in respect of any Capitalized Leases, in an amount in excess of $300,000, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;
(g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for the Borrower or any of its Subsidiaries or of any substantial part of the assets of any of them or shall commence any case or other proceeding relating to any of them under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing; or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of such entities and it indicates its approval thereof, consents thereto or acquiesces therein or such petition or application shall not have been dismissed within thirty (30) days following the filing thereof;
(h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower or any of its Subsidiaries 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 any of them in an involuntary case under federal bankruptcy laws as now or hereafter constituted;
(i) there shall be commenced against the Borrower any lawsuit or proceeding that could reasonably be expected to have a Material Adverse Effect on the Borrower and is not dismissed within thirty (30) days; or there shall remain in force, undischarged, unsatisfied, unappealed and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment in a court of competent jurisdiction over the Borrower or any Subsidiary against any of the Borrower and the Subsidiaries;
(j) if any of the Financing Agreements shall be cancelled, terminated, revoked or rescinded or the Bank's security interests, in any of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated hereby, in each case otherwise than in accordance with the terms thereof and without the Bank's prior written consent, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Financing Agreements shall be commenced by or on behalf of the Borrower or any of its Subsidiaries party thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Financing Agreements is illegal, invalid or unenforceable in accordance with the terms thereof;
(k) the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency in a manner that has a Material Adverse Effect and such order shall continue in effect for more than fifteen (15) days;
(l) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility or location of the Borrower or any of its Subsidiaries, and which may have a Material Adverse Effect;
(m) there shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of its Subsidiaries, if such loss, suspension, revocation or failure to renew may have a Material Adverse Effect;
(n) the Borrower or any of its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any of its Subsidiaries, a punishment for which in any such case could include the forfeiture of any assets of such entity having a fair market value sufficient to constitute a Material Adverse Effect;
(o) the occurrence of any event which has a Material Adverse Effect;
(p) the occurrence of a default or event of default (howsoever defined) under any other agreements between the Bank may at its own option declare all Indebtedness and accrued interest thereonthe Borrower;
(q) failure of the Borrower to perform when due, including or to comply with, any prepayment fees other covenant, duty, indebtedness, liability or obligation arising under this Agreement, the Borrower Agreement or any of the other Financing Agreements and charges that are provided a continuation of such failure for a period of thirty (30) calendar days thereafter;
(r) the honoring by the Bank of drafts in excess of $5,000,000 in the event aggregate presented under Standby Letters of Credit in any twelve (12) month period from the date hereof (other than drafts which the Bank believes are being contested by Borrower in good faith);
(s) the occurrence of a transfer of a controlling interest of the payment capital stock of an Advance before the date(sBorrower to a single entity or group of entities under common control; or
(t) scheduled for repaymentthe revocation, cancellation, or termination in whole or in part with respect to be the Eximbank Guarantee unless such revocation, cancellation or termination arises from the breach by the Bank of its obligations to Eximbank under the applicable guarantee document.
(1) upon the happening of any Event of Default set forth in subsections (g) and (h) above, any obligation of the Bank to make additional Export Working Capital Advances and any requirement that the Bank issue additional Standby Letters of Credit shall automatically and immediately terminate and any and all Obligations shall automatically become immediately due and payable payable, without presentment, demand, protest, notice of protest or other notice or requirements of any kind, all of which are expressly waived by the Borrower, and the Borrower shall be required to immediately deliver cash collateral to the Bank in an amount equal to the aggregate Available Amounts of all Standby Letters of Credit, and (2) upon the happening of any one or more of the other Events of Default, the Bank may notify the Borrower that the Bank will not make any further notice:
(a) Export Working Capital Advances and will not issue any further Standby Letters of Credit, and that any and all Obligations have become immediately due and payable, without presentment, demand, protest, notice of protest or other notice or requirements of any kind, all of which are expressly waived by the Borrower, and that the Borrower is required to immediately deliver cash collateral to the Bank in an amount equal to the aggregate Available Amounts of all outstanding Standby Letters of Credit. The failure Bank may proceed to enforce its rights whether by suit in equity or by action at law, whether for specific performance of Borrower to pay when due any covenant or agreement contained in this Agreement, the interest on Note or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceother Financing Agreements, or in aid of the exercise of any power granted in either this Agreement or the Note or any other agreement Financing Agreement, or it may proceed to obtain judgment or any other relief whatsoever appropriate to the enforcement of such rights, or proceed to enforce any legal or equitable right which Borrower and the Bank are parties;
(c) Evidence coming to the attention may have by reason of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration Event of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultDefault hereunder.
Appears in 1 contract
Samples: Export Credit and Security Agreement (American Science & Engineering Inc)
Events of Default; Acceleration. Upon At the option of BANK and notwithstanding any time or credit allowed by any instrument evidencing any of the Liabilities, any or all of the Liabilities of BORROWER or any other person to BANK hereunder shall immediately become due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event Events of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereonwithout notice or demand to BORROWER, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protestGuarantor, or any further notice:
other person: (a) The failure of Borrower to pay default in the payment or performance, when due the interest on or the principal payable, of any Advance;
(b) The failure of Borrower to perform the Liabilities of BORROWER or any promise other person or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceentity, or in of any endorser or Guarantor for any of the Liabilities of BORROWER or any other agreement person or entity to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due BANK or the occurrence of any event that results in acceleration Event of the maturity of any indebtedness of Borrower to others Default under any obligation, security agreement, indenture, loan agreementLoan Document; (b) failure of BORROWER to pay any tax; (c) if any representation or warranty contained herein is or becomes inaccurate or if BORROWER or Guarantor have made, or comparable undertaking;
hereafter make any misrepresentation to BANK for the purpose of obtaining credit or an extension of credit; (d) failure of BORROWER to furnish or cause to be furnished financial information or to permit or cause to be permitted the inspection of books or records; (e) issuance of an injunction or attachment against property of BORROWER or any Guarantor; (f) The calling of a meeting of creditors, appointment of a conservator committee of creditors or receiver liquidating agents, or offering of a composition or extension to creditors by, for Borrower or of BORROWER or any subsidiary endorser or Guarantor of Borrower or any of the property Liabilities of BorrowerBORROWER to BANK; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower insolvency of all BORROWER or a material part any endorser or Guarantor of any of the assets Liabilities of Borrower or the taking of any other action by Borrower BORROWER to liquidate or dissolve;
BANK; (h) The cessation such a material change in the condition or affairs (financial or otherwise) of Borrower to be a type BORROWER or of institution that is eligible under the Act to become a Borrower any endorser or Guarantor of any of the Bank; or Liabilities of BORROWER to BANK as in the case opinion of member borrowers, termination of the membership of Borrower in the Bank;
BANK impairs BANK'S security or increases its risk; (i) Merger, consolidation, failure by BORROWER or other combination of Borrower any Guarantor to comply with an entity that is not a member any of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
provisions of this Agreement; (j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of failure to make any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bankpayments required by this Agreement; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default.
Appears in 1 contract
Samples: Credit and Security Agreement (Boyd Bros Transportation Inc)
Events of Default; Acceleration. Upon the occurrence The following are Events of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticeDefault under this Agreement:
(a) The failure Any of Borrower Borrower’s obligations to pay Lender under this Agreement or any other agreement with Lender or with any of Lender’s affiliates are not paid promptly when due the interest on or the principal of any Advancedue;
(b) The failure Borrower breaches any warranty or provision hereof, or of any note or of any other instrument or agreement delivered by Borrower to perform any promise Lender in connection with this or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are partiestransaction;
(c) Evidence coming Borrower dies, becomes insolvent or ceases to the attention of the Bank that any representation, statementdo business as a going concern, or warranty made the merger, consolidation, acquisition, liquidation, termination or furnished in any manner to the Bank by or on behalf dissolution of Borrower in connection with or if Borrower shall sell or turn over the management or operation of all or any Advancesubstantial portion of its property, any specification of Qualifying Collateralassets, or business to any certification of Fair Market Value was false in any material respect when made other person, corporation, partnership, or furnishedother business association;
(d) The issuance of Borrower shall make any tax levy, seizure, attachment, garnishment, levy of execution, representation herein or in any other legal process with documents or material delivered to Lender which shall prove to be incorrect in any material respect to at the Collateraltime made;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, Collateral is lost or comparable undertakingdestroyed;
(f) The appointment of a conservator A petition in bankruptcy or receiver for Borrower arrangement or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding reorganization is filed by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect admits its inability to it or pay its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsas they mature;
(g) The sale by Any property of Borrower of all is attached or a material part receiver is appointed for Borrower, or a judgment is obtained against Borrower the execution of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolvewhich is not effectively stayed within thirty (30) days;
(h) The cessation Lender in good faith believes the prospect of Borrower to be a type of institution that payment or performance is eligible under the Act to become a Borrower of the Bank; impaired or in good faith believes the case of member borrowers, termination of the membership of Borrower in the Bank;Collateral is insecure; and
(i) MergerAny guarantor, consolidationsurety, or other combination endorser for Borrower of Borrower this Agreement defaults in any obligation or liability to Lender or any guaranty obtained in connection with this transaction is terminated or breached or there is an entity that is not a member occurrence of any one or more of the Bank events described in (a), (b), (c), (f), or is not otherwise eligible (g) above with respect to borrow from any such guarantor. Upon the Bank if such non-member occurrence of an Event of Default, the indebtedness herein described and all other debts then owing by Borrower to Lender under this or non-eligible entity is any other present or future agreement shall, at the surviving entity;
(j) The Bank reasonably election of Lender, become immediately due and in good faith determines that payable. From and after an Event of Default, interest shall accrue at a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed rate per annum equal to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in default21%.
Appears in 1 contract
Samples: Security Agreement and Promissory Note (KeyOn Communications Holdings Inc.)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Any or all of the following events or conditions liabilities of default ("Event of Default")Borrowers to the Bank, including, without limitation, the Bank may Note and the Liabilities, shall all be, at its own the option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repaymentBank and notwithstanding any time or credit allowed by any instrument evidencing a Liability, to be immediately due and payable without presentment, notice or demand, protestand the obligation of the Bank to make advances hereunder shall immediately cease and terminate upon the occurrence of any of the following, or any further noticewhich shall be considered Events of Default:
(a) The failure of Borrower to pay default in the payment or performance, when due the interest on or the principal payable, of any AdvanceLiability of Borrowers, or of any Liability or obligation of any endorser, guarantor, or surety for any Liability of the Borrowers to the Bank;
(b) The failure by any of Borrower Borrowers to perform any promise act or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advanceimposed hereby, or in any other agreement to which Borrower Bank and the Bank any Borrowers are parties, or any Borrower's failure to abide by the terms of this Agreement, or any other document or instrument executed in connection herewith, or in any other agreement to which Bank and any Borrowers are parties and such failure continues for fifteen (15) days following the giving of notice thereof by Bank to Borrowers;
(c) Evidence coming failure of any of Borrowers to pay when due any taxes, including without limitation federal income and FICA taxes and state and local sales and property taxes, each with the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank appropriate taxing authorities and as required by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnishedlaw;
(d) The issuance if any warranty or representation contained herein shall prove false or misleading or if any of any tax levy, seizure, attachment, garnishment, levy of executionBorrowers, or other legal process with respect any endorser, guarantor, or surety for any Liability of the Borrowers to the CollateralBank makes any other misrepresentation to the Bank for the purpose of obtaining credit or any extension of credit;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence failure of any event that results in acceleration of Borrowers, or any endorser, guarantor, or surety for any Liability of the maturity Borrowers to the Bank, after request by the Bank, to furnish financial information or to permit the inspection of any indebtedness the books or records or Collateral of Borrower to others under any obligationBorrowers, security agreementendorser, indenture, loan agreementguarantor, or comparable undertakingsurety for any Liability of the Borrowers to the Bank;
(f) The appointment issuance of a conservator an injunction or receiver for Borrower or any subsidiary of Borrower or the attachment against property of Borrower; entry any of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditorsBorrowers;
(g) The sale by Borrower calling of all a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a material part composition or extension to creditors by, for or of any of Borrowers, or any endorser, guarantor, or surety for any Liability of the assets of Borrower or Borrowers to the taking of any other action by Borrower to liquidate or dissolveBank;
(h) The cessation bankruptcy or Insolvency of Borrower to be a type any of institution that is eligible under the Act to become a Borrower Borrowers or of any endorser, guarantor, or surety for any Liability of the Bank; or in the case of member borrowers, termination of the membership of Borrower in Borrowers to the Bank;
(i) Merger, consolidation, any material change in the nature or other combination executive management of Borrower with an entity that is not a member any of Borrowers or its business without the prior written consent of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entityBank;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition any of Borrower from the time of the making of Borrowers' failure to maintain any Advance insurance required hereunder or from the condition of Borrower as theretofore most recently disclosed pay any premium on (i) any insurance policy assigned to the Bank, or (ii) any insurance covering any Collateral;
(k) fraud or misrepresentation by or on behalf of any of Borrowers in its transactions with the Bank;
(l) violation of any affirmative or negative covenant recited in Section 7 or Section 8 hereof or violation of or failure to abide by any other provision of this Agreement;
(m) any default or event of default under the Note, or any other document or agreement executed in connection herewith, or any other document or agreement to which any of Borrowers and Bank are parties;
(n) any endorser, guarantor, or surety for any Liability terminates or attempts to terminate a guaranty or other agreement with Bank, whether or not such termination or attempted termination constitutes a breach under such guaranty or other agreement;
(o) if a judgment against any of Borrowers remains unpaid, unstayed, or undismissed for a period of more than ten (10) days;
(p) if any of Borrowers discontinues doing business for any reason; or
(kq) The Bank reasonably and in good xxxxx xxxxx itself insecure even though if any event occurs that, under any agreement to which any of Borrowers is a party, grants the option to the holder of indebtedness of such Borrower is not otherwise in default.to accelerate such indebtedness;
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Diversified Corporate Resources Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of If any one or more of the following events (herein each called an “Event of Default”) shall occur and be continuing: (a) failure of Borrower to pay principal, interest or conditions any other sum due hereunder or under any of the Notes or the Bank Swap Agreement within five (5) days after the date it is otherwise due and payable; (b) failure of Borrower to pay the outstanding Obligations arising under the Facility immediately upon termination of the Facility by Bank or Borrower; (c) failure of any Obligor to pay any other Obligation within five (5) days after the date it is otherwise due and payable; (d) breach of any covenant or agreement contained in, or failure by any Obligor to perform any act, duty or Obligation as required by, this Agreement which continues uncured for a period of thirty (30) days, whether or not consecutive; (e) the making by any Obligor of any misrepresentation of a material fact to Bank; (f) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than ninety (90) days, whether or not consecutive, any final judgment (after all applicable appeals have been exhausted) against any Obligor, which individually or together with other undischarged, unsatisfied and unstayed final judgments against any Obligor, exceeds $500,000; (g) the filing, making or issuance of any material levy, seizure, attachment, judgment or injunction upon or against any Obligor or any material part of its assets which is not released, dissolved, stayed or bonded to the reasonable satisfaction of Bank within ninety (90) days thereafter; (h) insolvency (inability to pay its debts as they mature or where its assets are not in excess of its liabilities as determined in accordance with GAAP) of any Obligor, or dissolution, business failure, appointment of a receiver or custodian, assignment for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency law by, against or of any Obligor, which, in the case of an involuntary proceeding, is not dismissed within sixty (60) days after the date of the filing thereof; (i) calling of a meeting of creditors, appointment of a committee of creditors or liquidating banks, or offering of a composition extension to creditors by, for or of any Obligor; (j) the loss, revocation or failure to renew any regulatory license and/or permit now held or hereafter acquired by any Obligor which has a Material Adverse Effect; (k) the occurrence of a default or event of default ("Event howsoever defined) under any of Default")other Financing Agreements or under any other instrument, the Bank may at its own option declare all document or agreement evidencing, governing and/or securing any other Indebtedness and accrued interest thereonowing by any Obligor to Bank, including whether now existing or hereafter arising; (l) if any prepayment fees and charges that are provided for Obligor shall default (as principal or guarantor or other surety) in the event of the payment of any principal or interest, regardless of the amount, due in respect of Indebtedness in the principal amount in excess of $500,000, or shall default in the performance of or compliance with any other obligation contained in any agreement or instrument evidencing or securing such Indebtedness, and such default gives to the holder of such Indebtedness the right to accelerate the Indebtedness (whether or not the holder has, in fact, accelerated such Indebtedness), and such default shall continue for longer than the period of grace, if any, specified therein; (m) the service of any process upon Bank seeking to attach or garnish by mesne or trustee process any funds of any Obligor in excess of $500,000 which are on deposit with Bank, except where the enforcement of such attachment or garnishment is contested by such Obligor and such funds continue to remain on deposit, or such attachment or garnishment is Bank bonded to the reasonable satisfaction of Bank; (n) any Subsidiary Guarantor shall revoke or attempt to revoke its Guaranty Agreement, or any Guaranty Agreement is otherwise terminated for any reason whatsoever (other than in connection with a permitted sale of the capital stock of any Subsidiary Guarantor); (o) the PBGC makes a determination that there has occurred an Advance before event or condition which constitutes grounds under Section 4042 of ERISA for the date(stermination of, or for the appointment of a Trustee to administer, any Plan of any Obligor; and (p) scheduled except for repaymentPermitted Liens, any Lien shall exist on any of the properties or assets of any Obligor,
(1) upon the happening of any Event of Default set forth in subsections (h) and (i) above, any requirement upon Bank to be make further Loans and to extend or renew further Letters of Credit shall, notwithstanding any time or credit allowed by any note or agreement, automatically and immediately terminate and any and all Obligations shall automatically become immediately due and payable payable, without presentment, demand, protest, notice of protest or any further notice:
(a) The failure of Borrower to pay when due the interest on other notice or the principal requirements of any Advance;
kind, all of which are expressly waived by each of the Obligors, and (b2) The failure upon the happening of Borrower any one or more of the other Events of Default, any requirement upon Bank to perform make further Loans and to extend or renew further Letters of Credit shall, at the option of Bank and notwithstanding any promise time or obligation credit allowed by any note or to satisfy agreement, terminate and any condition and all Obligations shall, at the option of Bank, become immediately due and payable, without presentment, demand, protest, notice of protest or liability contained hereinother notice or requirements of any kind, in any Confirmation all of Advance, or in any other agreement to which Borrower and are expressly waived by each of the Bank are parties;
(c) Evidence coming Obligors. In addition to the attention of the Bank that any representationforegoing, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
upon (dx) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results Event of Default and at any time thereafter during the continuance of such event, or (y) the prepayment in acceleration full of the maturity of Term Loan for any indebtedness of reason whatsoever, Bank may, at its option, terminate the Bank Swap Agreement, whereupon Borrower shall be liable to others Bank for all Obligations arising under any obligationor in connection with such terminated Bank Swap Agreement, security agreementincluding without limitation, indenture, loan agreement, or comparable undertaking;
(f) The appointment of all amounts due to Bank as a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part result of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, early termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultthereof.
Appears in 1 contract
Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and payable upon the occurrence of and during the continuation of any of the following events or conditions of default (each of which shall be hereinafter referred to as an "Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
): (a) The default in the payment, when due or payable, of any obligation of Borrower under this Agreement or the Note; (b) if any representation or warranty by Borrower hereunder is not complete or accurate at any time that any advances are outstanding hereunder; (c) failure of Borrower after request by Lender to pay when due permit the interest on inspection of books or the principal records of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
Borrower; (d) The issuance of any tax levy, seizure, attachment, garnishment, levy injunction or of execution, an attachment or other legal process with respect to the Collateral;
judgment against any property of Borrower that is not discharged within thirty (30) days after issuance; (e) Any suspension the insolvency of payment Borrower, or the filing of any bankruptcy, reorganization, debt arrangement or other proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for sixty (60) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator receiver, liquidator, assignee, trustee, custodian or receiver similar official for Borrower or any subsidiary of its property, or the making by Borrower of any assignment for the benefit of creditors or the failure by Borrower generally to pay Borrower's debts, as the case may be, as they become due; (f) a change in the condition or affairs (financial or otherwise) of Borrower that in the opinion of the Lender increases Lender's risk in connection with the Revolving Credit or impairs the property prospect of Borrowertimely payment of the Revolving Credit; entry (g) default in the performance of any obligation, covenant or agreement contained or referred to herein or in the Note; or (h) failure of a "Condition of Lending" described hereinafter in Section 7. For purposes of the Section 5, an order for relief against Borrower or Event of Default by any subsidiary of Borrower under the federal bankruptcy laws; entry shall be deemed an Event of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding Default by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultBorrower.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Teleservices International Group Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any Each of the following events or conditions of default (is hereby defined as, and is declared to be and to constitute, an "Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice" hereunder:
(a) The failure of Borrower Failure by the Company to pay when due the interest make or cause to be made any payment required to be made under Section 4.3 or 4.5 on or before the principal of any Advance;date the same is due; or
(b) The Failure or refusal by the Company to comply with any of its other covenants hereunder and such failure or refusal shall continue for a period of Borrower 60 days after written notice thereof has been given to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower the Company and the Bank are parties;by the Issuer or the Trustee; provided that if such failure is of such nature that it can be corrected but not within 60 days, it will not be an Event of Default so long as prompt corrective action is instituted and is diligently pursued; or
(c) Evidence coming The Company shall (i) apply for or consent to the attention 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 (iii) make a general assignment for the benefit of creditors, or (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 taken by it for the purpose of effecting any of the Bank that any representation, statementforegoing, or warranty made (vi) if without the application, approval or furnished consent of the Company, a proceeding shall be instituted in any manner court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Bank by Company an order for relief or on behalf an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of Borrower in connection with any Advancedebts, any specification the appointment of Qualifying Collaterala trustee, receiver, liquidator or custodian or the like of the Company or of all or any certification substantial part of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of executionits assets, or other legal process with like relief in respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others thereof under any obligationbankruptcy or insolvency law, security agreementand, indentureif such proceeding is being contested by the Company in good faith, loan agreement, or comparable undertaking;
the same shall (fA) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or result in the property of Borrower; entry of an order for relief against Borrower or any subsidiary such adjudication or appointment or (B) remain unvacated, undismissed and undischarged for a period of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank90 days; or
(kd) The If for any reason the Bonds are declared due and payable by acceleration in accordance with Section 11.02 of the Indenture; or
(e) If the Trustee and the Tender Agent receive notice from the Bank reasonably (i) that an Event of Default as defined in the Reimbursement Agreement has occurred and is continuing arid (ii) requesting the Trustee to declare the principal of the outstanding Bonds immediately due and payable; or
(f) If the Trustee and the Tender Agent receive notice from the Bank prior to the 10th day following a drawing under the Letter of Credit for interest on Bonds which remain outstanding after the application of the proceeds of such drawing, that the Letter of Credit will not be reinstated with respect to such interest; then and in good xxxxx xxxxx itself insecure even each and every such case the Trustee, by notice in writing to the Company, may, if such Event of Default has not been cured, declare all sums which the Company is obligated to pay under this Lease 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 Lease contained to the contrary notwithstanding. In case the Trustee shall have proceeded to enforce any right under this Lease and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Issuer and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Issuer and its assignee or the Trustee shall continue as though Borrower is not otherwise in defaultno proceeding had been taken.
Appears in 1 contract
Events of Default; Acceleration. Upon Any or all of the obligations, indebtedness and liabilities of Borrower to Bank, including, without limitation, the Liabilities, shall be, at the option of Bank and notwithstanding any time or credit allowed by any of the Loan Documents or any other document, agreement or instrument evidencing any of the Liabilities, immediately due and payable without notice or demand, and the obligation of Bank to make advances hereunder shall immediately cease and terminate upon and after the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticedefault:
(a) The failure default in the payment or performance, when due or payable, of any of the Liabilities of Borrower or any liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, Guarantors, or surety for any of the Liabilities of Borrower to pay when due the interest on or the principal of any AdvanceBank;
(b) The failure of Borrower by Borrower, any Guarantors or any other person or entity, as applicable, to (i) payor perform any promise act or obligation imposed hereby or to satisfy by any condition or liability contained herein, in any Confirmation of Advancethe other Loan Documents, or (ii) comply with any of the terms, conditions, warranties, covenants or requirements contained or referenced herein or in any one or more of the other agreement to which Borrower and the Bank are partiesLoan Documents;
(c) Evidence coming failure of Borrower or any other person or entity, as applicable, to the attention pay any tax prior to delinquency, other than taxes which are being contested in good faith by appropriate proceedings, diligently conducted;
(d) failure of Borrower or any other person or entity, as applicable, to pay any premium on any insurance policy assigned to Bank, or any insurance covering any Collateral, prior to any lapse or cancellation of such insurance;
(e) if any warranty or representation contained herein shall prove false or misleading or if Borrower or any endorser, Guarantors or surety for any of the Liabilities of Borrower to Bank that made or makes any representationother misrepresentation to Bank for the purpose of obtaining credit or any extension of credit;
(f) failure of Borrower or any endorser, statementGuarantors, or warranty made surety for any of the Liabilities of Borrower to Bank to furnish financial information within five (5) days of the date the same is required to be furnished, or furnished to permit the inspection of the books or records or Collateral of Borrower or of any endorser, Guarantors or surety for any of the Liabilities of Borrower to Bank;
(g) Borrower or any Guarantor shall involuntarily (i) have an order, judgment, or decree entered against it by any tribunal pursuant to any debtor relief law that could suspend or otherwise affect any of the rights granted to Bank in any manner of the Loan Documents, and such order, judgment, or decree is not permanently stayed, vacated, or reversed within sixty (60) days after the entry thereof, or (ii) have a petition filed against it or any of its property seeking the benefit or benefits provided for by any debtor relief law that would suspend or otherwise affect any of the rights granted to Bank in any of the Loan Documents, and such petition is not discharged within sixty (60) days after the filing thereof;
(h) the failure to have discharged within a period of thirty (30) days after the commencement thereof any attachment, sequestration, or similar proceedings against any of the material assets of Borrower or any Guarantor;
(i) the death, dissolution, incapacity or liquidation of Borrower or of any endorser, Guarantors or surety for any of the Liabilities of Borrower to Bank;
(j) calling of a meeting of creditors, appointment of a committee of creditors or liquidation agents, or offering of a composition or extension to creditors by, for or of Borrower or by, for or of any endorser, Guarantors or surety for any of the Liabilities of Borrower to Bank;
(k) bankruptcy or Insolvency of Borrower or of any of Borrower’s owners, or of any endorser, Guarantors or surety for any of the Liabilities of Borrower to Bank;
(l) any change in the ownership, nature, control or structure of Borrower without the prior written consent of Bank;
(m) failure of Borrower or any other person or entity, as applicable, to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection herewith;
(n) default in the due and punctual payment of any dept having an aggregate unpaid principal balance outstanding (whether or not then due and payable) of $25,000.00 or more, or in the due performance or observation of any covenant or condition or any indenture or other agreement executed in connection therewith, and such default shall have continued beyond any applicable notice, grace or cure period;
(o) failure to perform or comply with any covenant, agreement or other obligation to be performed, observed or complied with by Borrower or Guarantor for the benefit of a person other than Bank, subject to any grace and/or cure periods provided therein, which failure could reasonably be expected to have a material adverse effect on the business, operations, condition (financial or otherwise), or assets of Borrower or Guarantor, the ability of Borrower or Guarantor to perform its obligations under any Loan Documents, or the enforceability of any Loan Document;
(p) fraud or material misrepresentation by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false Guarantors in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process its transactions with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(iq) Merger, consolidation, such a change in the condition or other combination affairs (financial or otherwise) of Borrower with an entity that is not a member or of any endorser, Guarantors or surety for any of the Liabilities of Borrower to Bank or is not otherwise eligible to borrow from of the Bank if such non-member Collateral or non-eligible entity is any other source of repayment of or security for any of the surviving entityLiabilities which, in the opinion of Bank, materially impairs Bank’s security or materially increases its risk;
(jr) The any material breach or violation of or failure to abide by any warranty, covenant, term or provision of this Agreement, the Note or any of the other Loan Documents; Bank’s not obtaining or maintaining a first perfected security interest in any of the Collateral; or the termination, cancellation or revocation of any of the Loan Documents without Bank’s consent or the determination by Bank reasonably and that any of the Loan Documents is void, voidable or unenforceable;
(s) a judgment against Borrower, in good faith determines that excess of $50,000.00 which is not covered by applicable insurance, remaining unpaid, unstayed or undismissed for a material adverse change has occurred in period of more than five (5) days;
(t) Borrower discontinuing doing business for more than five (5) consecutive calendar days during any year for any reason;
(u) the financial condition dissolution of Borrower from or Guarantor for any reason whatsoever;
(v) any default or event of default under the time Note or any of the making other Loan Documents and such default or event of default shall have continued beyond any Advance applicable notice, grace or from the condition of Borrower as theretofore most recently disclosed to the Bankcure period; or
(kw) The Bank reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaulta default or event of default under any I-ledge Agreement.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Sielox Inc)
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the The following are events or conditions of default under this Security Agreement ("Event Events of Default"), the Bank may at its own option declare all Indebtedness ) which will allow Secured Party to take action under this Paragraph and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further noticeunder Paragraph 10:
(a) The failure any of Borrower Debtors' payment obligations to pay Secured Party or the Lenders under this agreement or any other Operative Document is not paid promptly when due in the interest on case of principal or within five (5) days of the principal due date in the case of any Advanceall other amounts;
(b) The failure the Guarantor or either Debtor defaults in the performance of Borrower to perform any promise covenant or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, agreement set forth herein or in any other agreement to which Borrower Operative Document (other than as provided in subsection (a) of this Paragraph), and such default shall continue unremedied for a period of 30 days after the Bank are partiesearlier of (i) the Guarantor or either Debtor becoming aware of such default or (ii) receipt by the Guarantor or either Debtor of written notice from the Secured Party or any Lender of such default;
(ci) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, Guarantor or any certification of Fair Market Value was false in Debtor shall commence any material respect when made case, proceeding or furnished;
other action (dA) The issuance under any existing or future law of any tax levyjurisdiction, seizuredomestic or foreign, attachmentrelating to bankruptcy, garnishmentinsolvency, levy reorganization or relief of executiondebtors, or other legal process with respect seeking to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of have an order for relief against Borrower entered with respect to it, or any subsidiary of Borrower under the federal bankruptcy laws; entry of seeking to adjudicate it a judgment bankrupt or decree adjudicating Borrower insolvent, or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking reorganization, arrangement, adjustment, winding-up, liquidation, reorganizationdissolution, composition or other relief with respect to it or its debts under any bankruptcy, insolvencydebts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar law now official for it or hereafter in effect; or an assignment by Borrower for all or any subsidiary substantial part of Borrower its assets, or the Guarantor or any Debtor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Guarantor or any Debtor any case, proceeding or other action of a nature referred to in subsection (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Guarantor or any Debtor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Guarantor or any Debtor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in subsection (i), (ii), or (iii) above; or (v) the Guarantor or any Debtor shall generally not, or shall admit in writing its inability to, pay its debts as they become due;
(gd) The sale the Guaranty is terminated for any reason whatsoever, including, without limitation, a determination by Borrower of all any Governmental Authority that the Guaranty is invalid, void or a material part of the assets of Borrower unenforceable or the taking Guarantor shall terminate, contest or deny in writing the validity or enforceability of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible its obligations under the Act to become a Borrower of the Bank; or in the case of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the time of the making of any Advance or from the condition of Borrower as theretofore most recently disclosed to the BankGuaranty; or
(ke) The Bank reasonably any representation or warranty made by either Debtor or the Guarantor in any Operative Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made. If an Event of Default exists, (i) the Secured Party and the Lenders may exercise any rights under and with respect to any of the Operative Documents, (ii) any Lender may proceed to protect and enforce the rights of such Lender by an action at law, suit in good xxxxx xxxxx itself insecure even though Borrower is not equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Operative Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise, and (iii) the Secured Party and any Lender may exercise any rights or remedies under applicable law. No course of dealing and no delay on the part of any Lender in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Lender's rights, powers or remedies. No right, power or remedy conferred by this note any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in defaultequity, by statute or otherwise. This acceleration of all indebtedness, if elected by Secured Party or the Lenders, shall be subject to all applicable laws, including laws as to rebates and refunds of unearned charges.
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Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions any event of default specified in the Note ("Event hereinafter referred to as “Events of Default"”), the Bank may at Secured Party shall be entitled to exercise its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are remedies under this Agreement or as otherwise provided for in the event of the payment of an Advance before the date(sby law: (1) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower Grantor fails to pay when due any amount payable under the interest on notes comprising the Indebtedness, the Security Documents, or any agreement evidencing the principal of Indebtedness; (2) Grantor (a) fails to observe or perform any Advance;
other agreement evidencing or securing the Indebtedness, including, but not limited to the Note comprising the Indebtedness, the Security Documents or (b) The failure of Borrower to perform make any promise materially incorrect or obligation or to satisfy any condition or liability contained herein, misleading representation in any Confirmation of Advance, financial statement or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming information delivered to the attention Secured Party; (3) Grantor defaults under the terms of the Bank that any representationNote comprising the Indebtedness, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying CollateralSecurity Documents, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levyother note, seizureloan agreement, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligationmortgage, security agreement, indenture, loan agreementor document executed as part of the Indebtedness transaction or any guaranty of the Indebtedness becomes unenforceable in whole or in part, or comparable undertaking;
any guarantor fails to promptly perform under such a guaranty; (f4) The Grantor fails to pay when due any amount payable under any note or agreement evidencing debt to Secured Party or any Existing Secured Lender or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to Secured Party or any Existing Secured Lender; (5) Grantor becomes insolvent or unable to pay its debts as they become due; (6) Grantor (a) makes an assignment for the benefit of creditors, (b) consents to the appointment of a conservator custodian, receiver, or receiver trustee for Borrower itself or for a substantial part of its assets, or (c) commences any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or proceeding under any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidationbankruptcy, reorganization, or other relief with respect to it or its debts under any bankruptcyliquidation, insolvency, or similar law now laws of any jurisdiction; (7) a custodian, receiver, or hereafter in effecttrustee is appointed for Grantor or for a substantial part of his assets without the consent of the party against which the appointment is made and is not removed within sixty (60) days after such appointment; or an assignment by Borrower Grantor consents to such appointment; (8) proceedings are commenced against Grantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for sixty (60) days after commencement; or Grantor consents to the commencement of such proceedings; (9) any judgment having a material affect on Grantor’s assets is entered against Grantor, or any subsidiary attachment, levy, or garnishment is issued against any property of Borrower Grantor; (10) any proceedings are instituted for the benefit foreclosure or collection of creditors;
any mortgage, judgment, or lien affecting the Collateral; (g11) The sale by Borrower of Grantor sells, transfers, or hypothecates or attempts to sell, transfer, or hypothecate all or any part of the Collateral except as provided in this Security Agreement without the prior written consent of Secured Party; (12) Grantor, as applicable, without Secured Party’s written consent, (a) is dissolved or its existence is terminated, (b) merges or consolidates with any third party, (c) sells a material part of its assets or business outside the assets ordinary course of Borrower its business, or the taking of (d) agrees to do any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bankforegoing; or (13) there is a substantial change in the case existing or prospective financial condition of member borrowers, termination of the membership of Borrower in the Bank;
(i) Merger, consolidation, or other combination of Borrower with an entity that is not a member of the Bank or is not otherwise eligible to borrow from the Bank if such non-member or non-eligible entity is the surviving entity;
(j) The Bank reasonably and Grantor which Secured Party in good faith determines that a material adverse change has occurred in the financial condition of Borrower from the to be materially adverse; or (14) if at any time of the making of or for any Advance or from the condition of Borrower as theretofore most recently disclosed to the Bank; or
(k) The Bank reason Secured Party reasonably and in good xxxxx xxxxx itself insecure even though Borrower is not otherwise in defaultinsecure.
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Samples: Security Agreement (Lightyear Network Solutions, Inc.)
