Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as any other Obligations and amounts owing under any Loan Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law: (a) Borrower shall fail to pay any principal or interest under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred. (b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
Appears in 3 contracts
Samples: Loan and Security Agreement (Arrowroot Acquisition Corp.), Loan and Security Agreement (Arrowroot Acquisition Corp.), Loan and Security Agreement (Arrowroot Acquisition Corp.)
Events of Default; Acceleration. Upon the occurrence 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 (each, an “"Event of Default”") shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any NoteAgreement, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3five(5) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the 10 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 the Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or substantially all of the assets of Borrower, including without limitation to any trust or similar entity, shall occur.
(g) Any judgement(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against Borrower which remain unsatisfied, unvacated or unstayed pending appeal for ten (10) or more days after entry thereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Cosine Communications Inc), Loan and Security Agreement (Cosine Communications Inc)
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 of default (each, an “Event of Default”), FHLBank may at its option and notwithstanding any other provision hereof, by a notice to the Institution, declare all Indebtedness, including but not limited to any accrued interest and any prepayment charges that are provided for upon payment of an Advance before the date(s) shall terminate scheduled for repayment, to be immediately due and payable, without presentment, demand, protest or any obligation further notice:
a. Failure of Lender the Institution to make keep sufficient available balances on deposit with FHLBank to pay any additional Loan; interest, principal or other amount then due and shall, at the option of Lender owing to FHLBank one (1) make all sums of Basic Interest and principal, as well as any other Obligations and Business Day after FHLBank gives notice to the Institution that its available balances on deposit with FHLBank are insufficient to pay amounts owing under any Loan Documents, immediately then due and payable without notice owing; or
b. Continued failure of default, presentment the Institution to perform any promise or demand for payment, protest obligation or notice of nonpayment to satisfy any condition or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest under liability contained in this Agreement or any Note, or fail for five (5) Business Days after FHLBank gives notice to pay any fees or other charges when due under any Loan Document, and the Institution of such failure; or
c. Continued failure continues of the Institution to provide adequate Eligible Collateral as required by FHLBank for three (3) Business Days after FHLBank gives notice to the Institution of such failure unless the Institution shall reduce its Required Collateral Amount during such three (3) Business Day period such that the Institution has sufficient Eligible Collateral; or
d. Any suspension of payment by the Institution to any creditor of sums due or more after the same first becomes dueoccurrence 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 the Institution to others under any security agreement, indenture, loan agreement 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 the Institution's admission that it is unable to pay its debts as they mature; provided, however no Event of Default shall occur on account or
e. Appointment of a failure to pay due solely to an administrative trustee, conservator, receiver, liquidator, custodian or operational error similar official for the Institution, or for substantially all of Lender the Institution’s property, or the entry of a Borrowerjudgment, decree or administrative decision adjudicating the Institution insolvent or bankrupt, or the commencement of proceedings seeking any of the foregoing if such proceedings have not been dismissed within 30 calendar days; or
f. Sale by the Institution of all or substantially all of the Institution’s depository assets or the taking of any action by the Institution to liquidate or dissolve; or
g. Termination of 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 member of FHLBank; or
h. Merger, consolidation or other combination of the Institution with an entity that is not a member of FHLBank if the nonmember entity is the surviving entity in such transaction; or
i. FHLBank determines that any representation or warranty made or furnished by the Institution, its employees or other representatives to FHLBank, in this Agreement or in any other manner, in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate Advance or other document providedIndebtedness or Collateral, by Borrower under any Loan Document shall prove to have been false is incorrect or misleading in any material respect when made or deemed made hereinrespect; or
j. FHLBank reasonably and in good faith determines that a material adverse change has occurred in the financial condition of the Institution that materially impairs its ability to pay its debts as they mature; or
k. Failure of the Institution to make such notification as required by Section 3.5(f).
Appears in 2 contracts
Samples: 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 the occurrence 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 (each, an “as "Event of Default”") shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:;
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any NoteAgreement, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three five (35) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person, exceeding the Threshold Amount or aggregate indebtedness exceeding the sum of One Hundred Thousand Dollars ($100,000), which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Except for a merger pursuant to Section 6.2, any sale, transfer or other 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.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) Except as provided for in Section 6.2, any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of twenty-five percent (25%) or more of the outstanding shares of voting stock of Borrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in 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
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower; or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Except as permitted in Section 6.4, any sale, transfer or other 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.
(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 unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) At any time prior to the initial sale of Borrower’s equity securities to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, any Person or two or more Persons (other than any “Excluded Person” as defined below) acting in concert shall have acquired (in a single transaction or series of related transactions occurring within a six-month period) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of outstanding shares of voting stock of Borrower representing fifty percent (50%) or more of the voting power of all shares of Borrower’s voting stock that are outstanding immediately after such acquisition. As used in this paragraph (h), “Excluded Person” means: (i) any Person who is a stockholder of Borrower as of the Closing Date; (ii) a venture capital firm or similar investment fund or institution; (iii) any Strategic Partner of Borrower, or (iv) an affiliate of any Person described in clause (i), (ii) or (iii). For purposes of this Section 7.1(h), “Strategic Partner” means any Person who either prior to first acquiring equity securities of Borrower has an existing contractual relationship with Borrower for the joint development or sharing of, or similar arrangement relating to, Borrower’s technology or products, or enters into such a contractual relationship at the time of acquiring Borrower’s securities.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Except as permitted in Section 6.4, any sale, transfer or other 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.
(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 unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) At any time prior to the initial sale of Borrower’s equity securities to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, any Person or two or more Persons (other than any “Excluded Person” as defined below) acting in concert shall have acquired (in a single transaction or series of related transactions occurring within a six-month period) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of outstanding shares of voting stock of Borrower representing fifty percent (50%) or more of the voting power of all shares of Borrower’s voting stock that are outstanding immediately after such acquisition. As used in this paragraph (h), “Excluded Person” means: (i) any Person who is a stockholder of Borrower as of the Closing Date; (ii) a venture capital firm or similar investment fund or institution; (iii) any Strategic Partner of Borrower, or (iv) an affiliate of any Person described in clause (i), (ii) or (iii). For purposes of this Section 7.1(h), “Strategic Partner” means any Person who either prior to first acquiring equity securities of Borrower has an existing contractual relationship with Borrower for the joint development or sharing of, or similar arrangement relating to, Borrower’s technology or products, or enters into such a contractual relationship at the time of acquiring Borrower’s securities.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Final Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Final Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provideddue (each, however no Event of Default shall occur on account of individually, a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower“Payment Default”); or an Event of Default as defined in any other Loan Document shall have occurred. Notwithstanding the foregoing, in the event of a Payment Default resulting solely from the technical malfunction of an ACH transfer (and not for any other reason, including, without limitation, insufficient funds or an act, or failure to act, by Borrower, which adversely affects the ACH transfer) then Lender shall provide Borrower notice of the same and Borrower shall have 5 days from the receipt of such notice to cure the Payment Default.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(i) Borrower shall fail to pay its debts generally as they become due or (ii) shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or the dissolution or termination of the business of Borrower; or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, would have a Material Adverse Effect.
(f) Except as set forth in Section 6.4, any sale, transfer or other 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.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) At any time prior to the initial sale of Borrower’s equity securities to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, any Person or two or more Persons (other than any “Excluded Person” as defined below) acting in concert shall have acquired (in a single transaction or series of related transactions) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of outstanding shares of voting stock of Borrower representing fifty percent (50%) or more of the voting power of all shares of Borrower’s voting stock that are outstanding
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Final Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Final Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three five (35) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect respect, such that a Material Adverse Effect occurs or is reasonably likely to occur when made or deemed made herein.
(i) Borrower shall fail to pay its debts generally as they become due and such failure continues for five (5) Business Days or (ii) Borrower shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution, winding up, or termination of the business or cessation of operations of Borrower; or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Subject to Section 6.5 hereof, any sale, transfer or other 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.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement, and such failure continues for five (5) Business Days.
(j) Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Oculus Innovative Sciences, Inc.)
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Any sale, transfer or other 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.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) Any Person or two or more Persons that are not existing stockholders of Borrower acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of twenty-five percent (25%) or more of the outstanding shares of voting stock of Borrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to observe any covenant contained in Section 5.9 of this Agreement
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon If any of the occurrence and during the continuation of any Defaultfollowing events occurs, the obligation Notes shall become due immediately, without notice, at the Bank’s option:
A. Any Obligor fails to pay when due any payment under any Note.
B. Any Obligor fails to pay when due any other Liabilities owed by Borrower to the Bank under this agreement or any other Related Document, in each case within ten (10) calendar days following delivery to Borrower of Lender the Bank’s written demand for such payment.
C. Any Obligor fails to make pay when due any additional Loan indebtedness in an amount more than $500,000 owed to any other Person and any and all cure periods applicable for such payment default shall be suspended. The occurrence have expired.
D. Any Obligor or any Pledgor: (i) fails to observe or perform or otherwise violates any other term, covenant, condition or agreement of any of the following Related Documents and, except with respect to the Borrower’s obligations under Sections 4.5 and 5.2(O) hereof as to which no cure period applies, such failure or other violation shall not have been cured within ten (each10) calendar days; (ii) makes any materially incorrect or misleading representation, an “Event warranty, or certificate to the Bank; (iii) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (iv) defaults under the terms of Default”any agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by the Related Documents) shall and the effect of such default will allow the creditor to declare the debt due before its stated maturity.
E. There is any loss, theft, damage, or destruction of any Collateral with a value in excess of $500,000 not covered by insurance.
F. Any event occurs that would permit the Pension Benefit Guaranty Corporation to terminate any obligation employee benefit plan of Lender any Obligor or any Subsidiary of any Obligor.
G. Any Obligor or any of its Subsidiaries or any Pledgor: (i) becomes insolvent or unable to make pay its debts as they become due; (ii) makes an assignment for the benefit of creditors; (iii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its Property; (iv) commences any additional Loanproceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws; and shall(v) conceals or removes any of its Property, with intent to hinder, delay or defraud any of its creditors; (vi) makes or permits a transfer of any of its Property, which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (vii) makes a transfer of any of its Property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid.
H. A custodian, receiver, or trustee is appointed for any Obligor or any of its Subsidiaries or any Pledgor or for a substantial part of their respective Property.
I. Any Obligor or any of its Subsidiaries, without the option of Lender Bank’s written consent: (1i) make all sums of Basic Interest and principal, as well as liquidates or is dissolved; (ii) merges or consolidates with any other Obligations and amounts owing Person; (iii) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business; (iv) leases, purchases, or otherwise acquires a material part of the assets of any other Person, except in the ordinary course of its business or in a Permitted Acquisition; or (v) agrees to do any of the foregoing; provided, however, that any Subsidiary of an Obligor may merge or consolidate with any other Subsidiary of that Obligor, or with the Obligor, so long as the Obligor is the survivor.
J. Proceedings are commenced under any Loan Documentsbankruptcy, immediately due and payable without notice of defaultreorganization, presentment liquidation, or demand for payment, protest or notice of nonpayment or dishonor similar laws against any Obligor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest under this Agreement of its Subsidiaries or any NotePledgor and remain undismissed for thirty (30) calendar days after commencement; or any Obligor or any of its Subsidiaries or any Pledgor consents to the commencement of those proceedings.
K. Any judgment is entered against any Obligor or any of its Subsidiaries, or fail to pay any fees attachment, seizure, sequestration, levy, or other charges when due under garnishment is issued against any Loan DocumentProperty of any Obligor or any of its Subsidiaries or of any Pledgor or any Collateral, and such failure condition continues for three thirty (330) Business Days calendar days or more after (or if stayed pursuant to any order or agreement, then thirty (30) calendar days or more following the expiration of such stay).
L. Any individual Obligor or Pledgor dies, or a guardian or conservator is appointed for any individual Obligor or Pledgor or all or any portion of their respective Property, or the Collateral.
M. Any material adverse change occurs in: (i) the reputation, Property, financial condition, business, assets, affairs, prospects, liabilities, or operations of Borrower or, on a combined basis, other Obligors and Borrower’s Subsidiaries; (ii) the ability of Borrower or, on a combined basis, other Obligors and Borrower’s Subsidiaries, to perform their respective obligations under the Related Documents; or (iii) the Collateral.
N. Any Material Contract shall cease to remain in full force and effect through breach, a failure to renew or otherwise or the Borrower shall have been notified by the counterparty thereto of an intention not to renew the same first becomes due; providedand, however no Event of Default shall occur on account in the case of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of renew, such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document contract shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to not have been false or misleading in any material respect when made or deemed made hereinreplaced by another contract satisfactory to the Bank.
Appears in 1 contract
Samples: Credit Agreement (Cherokee Inc)
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Any sale, transfer or other 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.
(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 unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons (other than stockholders of Borrower as of the Closing Date and other bona fide venture capital investors) acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of fifty percent (50%) or more of the outstanding shares of voting stock of Borrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement and such failure continues for ten (10) Business Days or more.
(j) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement and such failure continues for ten (10) Business Days or more
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three five (35) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Subject to Section 6.3 hereof, any sale, transfer or other 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, except any transfer to a wholly-owned subsidiary permitted under the Supplement.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Lender or the date on which such breach fast 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Oculus Innovative Sciences, Inc.)
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of Five Million Dollars ($5,000,000), individually or in the aggregate.
(e) [Intentionally Omitted.]
(f) Except as expressly permitted by the Loan Documents, including without limitation under the Intellectual Property Security Agreement, Section 6 of Part 2 of the Supplement, and Section 6.5 hereof, any sale, transfer or other 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.
(g) [Intentionally Omitted.]
(h) Borrower shall breach or fail to perform or observe any covenant contained in Section 5.9, Article 6 or any other covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if such breach or failure is susceptible of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from Lender or the date on which such breach first becomes known to any officer of Borrower; provided, however that if such breach is susceptible of being cured but not 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan Agreement (Tercica Inc)
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan Loans shall be suspended. The occurrence of any of the following (each, an “"Event of Default”") shall terminate any obligation of Lender to make any additional Loan; Loan and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any NoteAgreement, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, would have a Material Adverse Effect.
(f) Any sale, transfer or other 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.
(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 unstayed pending appeal for thirty (30) or more days after entry thereof.
(h) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of forty percent (40%) or more of the outstanding shares of voting stock of Borrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to perform or observe any covenant contained in 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 the date requested in Borrower's notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day -------- ------- opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Final Payments and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower Borrowers shall fail to pay any principal principal, interest or interest Final Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three five (35) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by any Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Any Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against any Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of any Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by any Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of any Borrower.
(d) Any Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by any Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Any sale, transfer or other disposition of all or a substantial or material part of the assets of any Borrower, including without limitation to any trust or similar entity, shall occur, except as permitted by Section 6.5.
(g) Any judgment(s) singly or in the aggregate in excess of the Threshold Amount shall be entered against any Borrower which remain unsatisfied, unvacated or unstayed pending appeal for ten (10) or more days after entry thereof.
(i) Any Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(h) (Intentionally Omitted.)
(j) Any Borrower shall fail to perform or observe any material covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of such Borrower’s receipt of notice of such breach from Lender or the date on which such breach first becomes known to any officer of such Borrower; provided, however that if such breach is not capable of being cured within such 30-day period and such Borrower timely notifies Lender of such fact and such Borrower diligently pursues such cure, then the cure period shall be extended to the date requested in such Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Oculus Innovative Sciences, Inc.)
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Terminal Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Terminal Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(c) Borrower shall fail to pay its debts generally as they become due or shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within sixty (60) days; or the dissolution or termination of the business of Borrower.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Any sale, transfer or other 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.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) Any Person or two or more Persons that are not existing stockholders of Borrower acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of twenty-five percent (25%) or more of the outstanding shares of voting stock of Borrower.
(i) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(j) Borrower shall fail to observe any covenant contained in Section 5.9 of this Agreement.
(k) Borrower shall fail to perform or observe any covenant contained in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Final Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Final Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three five (35) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect respect, such that a Material Adverse Effect occurs or is reasonably likely to occur when made or deemed made herein.
(i) Borrower shall fail to pay its debts generally as they become due and such failure continues for five (5) Business Days or (ii) 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, winding up, or termination of the business or cessation of operations of Borrower; or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, in the reasonable judgment of Lender, might have a Material Adverse Effect.
(f) Subject to Section 6.5 hereof, any sale, transfer or other 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.
(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 unstayed pending appeal for ten (10) or more days after entry thereof.
(h) Borrower shall fail to perform or observe any covenant contained in Article 6 of this Agreement.
(i) Borrower shall fail to perform or observe any covenant contained in Section 5.9 of this Agreement, and such failure continues for five (5) Business Days.
(j) Borrower shall fail to perform or observe any covenant contained in Article 5 or elsewhere in this Agreement or any other Loan Document (other than a covenant which is dealt with specifically elsewhere in this Article 7) and, if capable of being cured, the breach of such covenant is not cured within 30 days after the sooner to occur of Borrower’s receipt of notice of such breach from 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 the date requested in Borrower’s notice but in no event more than 90 days from the initial breach; provided, further, that such additional 60-day opportunity to cure shall not apply in the case of any failure to perform or observe any covenant which has been the subject of a prior failure within the preceding 180 days or which is a willful and knowing breach by Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Oculus Innovative Sciences, Inc.)
Events of Default; Acceleration. Upon the occurrence 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 (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as all Final Payments, and any other Obligations and other amounts owing under any Loan Documents, Documents immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal principal, interest or interest Final Payment under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provideddue (each, however no Event of Default shall occur on account of individually, a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by Xxxxxx to Borrower“Payment Default”); or an Event of Default as defined in any other Loan Document shall have occurred. Notwithstanding the foregoing, in the event of a Payment Default resulting solely from the technical malfunction of an ACH transfer (and not for any other reason, including, without limitation, insufficient funds or an act, or failure to act, by Borrower, which adversely affects the ACH transfer) then Lender shall provide Borrower notice of the same and Borrower shall have 5 days from the receipt of such notice to cure the Payment Default.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
(i) Borrower shall fail to pay its debts generally as they become due or (ii) shall commence any Insolvency Proceeding with respect to itself; an involuntary Insolvency Proceeding shall be filed against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors, or other similar official, shall be appointed to take possession, custody or control of the properties of Borrower, and such involuntary Insolvency Proceeding, petition or appointment is acquiesced to by Borrower or is not dismissed within forty five (45) days; or the dissolution or termination of the business of Borrower, or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
(d) Borrower shall be in default beyond any applicable period of grace or cure under any other agreement involving the borrowing of money, the purchase of property, the advance of credit or any other monetary liability of any kind to Lender or to any Person which results in the acceleration of payment of such obligation in an amount in excess of the Threshold Amount.
(e) Any governmental or regulatory authority shall take any judicial or administrative action, or any defined benefit pension plan maintained by Borrower shall have any unfunded liabilities, any of which, would have a Material Adverse Effect.
(f) Except as set forth in Section 6.4, any sale, transfer or other 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.
(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 unstated pending appeal for ten (10) or more days after entry thereof.
(h) At any time prior to the initial sale of Borrower’s equity securities to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, any Person or two or more Persons (other than any “Excluded Person” as defined below) acting in concert shall have acquired (in a single transaction or series of related transactions) beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of outstanding shares of voting stock of Borrower representing fifty percent (50%) or more of the voting power of all shares of Borrower’s voting stock that are outstanding immediately after such acquisition. As used in dais paragraph, “Excluded Person” means: (i) any Person who is a stockholder of Borrower as of the Closing Date; (ii) a venture capital firm or similar investment fund or institution; or (iii) an affiliate of any Person described in clause (i) or (ii).
Appears in 1 contract
