Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement: a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1; b) the failure by the Company to pay the Recapture Benefits on the date due; c) the occurrence and continuation of a Recapture Event; d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 13 contracts
Samples: Uniform Project Agreement, Uniform Project Agreement, Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 7 contracts
Samples: Project Agreement, Project Agreement, Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 5.1, 7.15.2, 7.27.1 and 7.6 hereof and such failure having continued for a period of thirty (30) days after the Agency gives written notice to the Company, 7.3specifying that failure and stating that it be remedied, 7.6 or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and 8.1;
b) thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorscreditors which is not revoked within thirty (30) days of initial appointment.
Appears in 3 contracts
Samples: Project Agreement, Project Agreement, Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g2.1 (e), 2.1 (g), 2.1(i), 2.1 (j), 2.1 (k), 3.2, 3.3, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 5.1, 5.2, 7.1, 7.27.6, 7.3, 7.6 and 8.17.7;
(b) the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Lease Agreement or cure period; andthe Tax Agreement;
(e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty sixty (4060) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 4.8 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture EventEvent which has not been cured within any applicable grace, notice or cure period;
(d) the The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
(e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Uniform Project Agreement, Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.27.1 and 7.6 hereof, 7.3, 7.6 and 8.1;
b) after the expiration of any applicable cure period; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.; the occurrence of an event of default under that certain Host Community Agreement, by and between the Company and the Town of Batavia
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
(e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days of receipt of notice from the Agency of any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Uniform Project Agreement, Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.27.1 and 7.6 hereof and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, 7.3specifying that failure and stating that it be remedied, 7.6 or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and 8.1;
b) thereafter prosecute the curing of such default with due diligence; the failure by the Company to pay the Recapture Benefits on the date due;
c, and such failure shall have continued for a period of fifteen (15) days after the Agency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event;
dEvent and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty on hundred twenty (30120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty one hundred (40120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 4.8 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
(e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Uniform Project Agreement, Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1, as well as Subsections 4.3, 4.4, 4.5 and 4.8 of each Supplement hereto;
b) the failure by the Company to pay the Recapture Benefits on the date due;
c) the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Master Uniform Project Agreement, Master Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g2.1 (e), 2.1 (g), 2.1(i), 2.1 (j), 3.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 5.1, 7.15.2, 7.27.1 and 7.6 hereof, 7.3and such failure shall be continuing thirty (30) days after written notice of same to the Company; provided that, 7.6 and 8.1;
bif such default is capable of being cured but cannot be cured within such thirty (30) day period, the failure by of the Company to pay commence to cure within such thirty (30) day period and to diligently and faithfully prosecute the Recapture Benefits on the date duesame to cure completion;
(c) the occurrence and continuation of a Recapture EventEvent other than as set forth in Section 4.8(c)(iv) if the Recapture Benefit thereunder is timely and promptly repaid;
(d) the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure period; andthe Tax Agreement;
(e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Section 6.2 Remedies on Default.
(a) Whenever any Event of Default shall have occurred and be continuing, the Agency may take, to the extent permitted by law, any one or more of the following remedial steps:
(i) declare, by written notice to the Company, to be immediately due and payable, whereupon the same shall become immediately due and payable: (A) all due and owing Recaptured Benefits and (B) all other payments due under this Project Agreement; or
(ii) terminate this Project Agreement and the Sales Tax Exemption authorization; or
(iii) take any other action at law or in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Project Agreement.
(b) No action taken pursuant to this Section 6.2 (including termination of the Project Agreement) shall relieve the Company from its obligation to make all payments required by the Leaseback Agreement, the Tax Agreement or Recaptured Benefits.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; Agreement; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure period; and
e) Tax the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; Agreement; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure period; and
e) Tax the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company, except in connection with an Authorized Assignment; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 4.3, 4.4, 4.5, 4.84.6, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) Intentionally omitted; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement (Sales Tax Only)
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors. the occurrence of an event of default pursuant to that certain host community agreement by and between the Company and the Town of Batavia.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The 10.1 Under this Agreement, each of the following shall each be “Events constitute an "Event of Default” ":
(a) The Company fails to make any payment or deposit or comply with any instruction of the Agent permitted under this Project Agreement:Agreement with respect to such payment of (i) principal required by this Agreement when due (including payments due under Section 3.8), or (ii) interest or other Obligations within two Business Days of the date when due; or
(b) The Company fails to perform or observe any term, covenant or agreement set forth in (i) Sections 7.2(d), 7.2(g), 7.2(h), 7.2(k) or 7.5 or clauses (a), (b), (e) or (f) of Section 7.6 hereunder and such failure remains unremedied for two Business Days following notice thereof by the failure Agent to the Company, or (ii) Sections 7.5(g) or 7.5(h); or
(i) The Company commits fraud or makes any intentional misrepresentation under or in connection with this Agreement including in connection with any Monthly Report delivered pursuant hereto; or (ii) without duplication, any representation or warranty made or deemed to be made by the Company under or in connection with this Agreement or any Monthly Report delivered pursuant hereto proves to have been false or incorrect which causes or constitutes a Material Adverse Effect; or
(d) The Company fails to perform or observe and perform any other term, covenant or agreement contained in Sections 2.1(gthis Agreement (other than as referred to in Section 10.1(a) or (b), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 ) on its part to be performed or observed and 8.1;
b) the any such failure remains unremedied for 30 days after notice thereof has been given by the Company Agent to pay the Recapture Benefits on the date due;
c) the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the Company; or NY3 - 380504.07
(e) The valid and perfected first priority security interest in the failure by Collateral for any reason ceases to be in full force and effect in favor of the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company Agent for the benefit of creditors; or the commencement Lenders except to the extent expressly permitted by the Company (as the debtor) terms of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.Section
Appears in 1 contract
Samples: Financing Agreement (Aquila Inc)
Events of Default and Remedies. Section 6.1 The 1. Notwithstanding anything herein to the contrary, the Lenders acting through the Agent may terminate this Financing Agreement immediately upon the occurrence of any of the following shall each be “(herein "Events of Default” under this Project Agreement:"):
(a) cessation of the failure by business of the Company to observe Companies, or any one of them, or the calling of a meeting of the creditors of the Companies, or any one of them, for purposes of compromising their or its debts and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1obligations;
(b) the failure by of the Company Companies, or any one of them, to pay the Recapture Benefits on the date duegenerally meet debts as they mature;
(c) the occurrence and continuation commencement by or against the Companies, or any one of a Recapture Event;
d) the occurrence them, of an “Event of Default” any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any other Transaction Documentfederal or state law, which has provided that in the event of any involuntary proceeding commenced against the Companies, or any one of them, such proceeding is not been cured within any applicable grace, notice dismissed or cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond discharged within thirty (30) days after commencement thereof;
(d) any executionrepresentation or warranty made or deemed made by any Company herein shall prove to have been incorrect when made or deemed made;
(e) breach by the Companies, garnishmentor any one of them, judgment of any covenant contained herein (other than those referred to in clause (f) below) or attachment in any other written agreement between the Companies, or any one of them, and the Agent and/or the Lenders, provided that such breach by the Companies, or any one of them, of any of the covenants referred in this clause (e) shall not be deemed to be an Event of Default unless and until such breach shall remain unremedied to the Agent's satisfaction for a period of ten (10) days from the date of such consequence breach;
(f) breach by the Companies, or any one of them, of any covenant contained in or Section 7, Paragraphs 5, 6, and 9 through 12;
(g) failure of the Companies or any one of them to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit the Agent from charging such amounts to any of the Companies' Revolving Loan Accounts on the due date thereof;
(h) the Companies, or any one of them, shall (i) engage in any "prohibited transaction" as may impair its ability defined in ERISA, (ii) have any "accumulated funding deficiency" as defined in ERISA, (iii) have any Reportable Event as defined in ERISA, (iv) terminate any Plan, as defined in ERISA or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any Plan, as defined in ERISA, and with respect to carry this clause (g) such event or condition (A) remains uncured for a period of thirty (30) days from date of occurrence and (B) could, in the reasonable opinion of the Agent, subject the Companies to any tax, penalty or other liability material to the business, operations or financial condition of the Companies; or
(i) Any Company or any Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in an aggregate principal amount in excess of $2,500,000, when and as the same shall become due and payable, (ii) fail to observe or perform any term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or permit the holder or holders of such Indebtedness or a trustee on its operations; or their behalf (with or without the failure giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity, or (iii) be required to prepay or make any offer to prepay or repurchase any such Indebtedness prior to its stated maturity.
2. Upon the occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the direction of the Required Lenders declare that all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 hereof shall be thereafter in the Agent's sole discretion and the obligation of the Agent and/or the Lenders to make Revolving Loans and open Letters of Credit shall cease unless such Default or Event of Default is waived in writing by the Company generally Agent or cured to pay the Agent's satisfaction, and upon the occurrence of an Event of Default the Agent may (at its debts as they option) and shall at the direction of the Required Lenders declare that: (a) all Obligations shall become dueimmediately due and payable; (b) the Default Rate of Interest shall be charged on all then outstanding or an assignment thereafter incurred Obligations in lieu of the interest provided for in Section 8 hereof, provided that with respect to this subclause (b), (i) the Agent has given the Companies written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the event listed in Paragraph 1, clause (c) of this Section 10 and (ii) the Companies have failed to cure the Event of Default within ten (10) days after the Agent deposited such notice in the United States mail in the event of the occurrence of the Event of Default other than that listed in Paragraph 1, clause (c) of this Section 10; and (iii) this Financing Agreement shall immediately terminate upon notice to the Companies. Notwithstanding the foregoing, no notice of termination is required if the Event of Default is the Event listed in Paragraph 1, clause (c) of this Section 10 in which event, upon the occurrence thereof, this Financing Agreement shall terminate and all Obligations shall automatically be immediately due and payable. The exercise of any option or remedy is not exclusive of any other option which may be exercised at any time by the Company for Agent and/or the benefit Lenders.
(a) Immediately upon the occurrence of creditors; any Event of Default, the Agent may and at the request of the Required Lenders shall to the extent permitted by law: (i) remove from any premises where same may be located any and all documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) daysAccounts, or the Company consents Agent may use, at the Companies' expense, such of the Companies' personnel, supplies or space at the Companies' places of business or otherwise, as may be necessary to properly administer and control the Accounts or admits the material allegations against it handling of collections and realizations thereon; (ii) bring suit, in the name of the Companies, or any one of them, or the Agent on behalf of the Lenders, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Companies or any of them or the Agent; (iii) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and the Agent may bid or become a purchaser at any such case sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (iv) foreclose the security interests created herein by any available judicial procedure, or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge possession of substantially any or all of the property of the Company Inventory or Equipment without judicial process, and to enter any premises where any Inventory, Equipment and/or Bank Accounts may be located for the purpose of enforcing a lien against taking possession of or removing the same; and (v) exercise any other rights and remedies provided in law, in equity, by contract or otherwise.
(b) The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies, or any one of them, or the Agent, or in the name of such Property other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or credit, with or without warranties or representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of general administration putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate.
(c) The Companies agree, at the request of such Property the Agent, to assemble the Inventory and Equipment and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the benefit purpose of creditorsthe Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days' notice shall constitute reasonable notification and full compliance with the law.
(d) The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights (after deducting all charges, costs and expenses, including reasonable attorneys' fees), shall be applied by the Agent to the payment of the Obligations, whether due or to become due, in such order as the Agent may elect, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent and the Lenders in turn agree to remit to the Companies or their successors or assigns, any surplus resulting therefrom.
(e) The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative.
Appears in 1 contract
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
b) the failure by the Company Recapture Obligor to pay the Recapture Benefits on the date due;date
c) the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.15.2, 7.2, 7.3, 7.6 7.1 and 8.17.6;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
b) the failure by the Company to pay the Recapture Benefits on the date due;
c) the occurrence and continuation of a Recapture Event;
d) the The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.82.1(j), 5.1, 7.15.2, 7.2and 7.1 hereof, 7.3, 7.6 and 8.1;
b) such failure continues beyond any applicable cure period; the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) , and such failure continues beyond any applicable cure period; the occurrence of an “Event of Default” Default under any other Transaction Documentthe Leaseback Agreement or Tax Agreement, which has not been cured within and such failure continues beyond any applicable grace, notice or cure period; and
e) and the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations, which is not released within thirty (30) days; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty ninety (4090) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 4.8 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; andor
(e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty forty-five (3045) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(g2.1 (e), 2.1 (g), 2.1(i), 2.1 (j), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Documentthe Leaseback Agreement, which has not been cured within any applicable gracethe Tax Agreement or that certain Guaranty, notice or cure perioddated as of December 1, 2021, given by Xxxxxx View Building #3 LLC, i.Park Exterior Unit I LLC and i.Park Exterior Unit II LLC to the Agency (the “Guaranty”); and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty ninety (4090) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
b) the failure by the Company to pay the Recapture Benefits on the date due;
c) the occurrence and continuation of a Recapture Event;
d) the The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
(e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 hereof and 8.1;
bcontinuation of such failure for a period of thirty (30) days after the Agency gives written notice of such failure to the Company; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence and continuation of an “Event of Default” Default (beyond applicable cure periods) under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodTax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 4.8 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and.
(e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.15.1 (following any notice and cure period afforded by the Sublease Agreement), 7.1, 7.2, 7.3, 7.6 7.2 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
(e) the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(g2.1 (e), 2.1 (g), 2.1(i), 2.1 (j), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event event of Default” default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodthe Tax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(g2.1 (e), 2.1 (g), 2.1(i), 2.1 (j), 4.3, 4.4, 4.5, 4.6, 4.8, 5.1, 7.15.2, 7.26.4, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within Default past any applicable grace, notice and/or cure periods under the Leaseback Agreement or cure periodthe Tax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty forty-five (3045) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty sixty (4060) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 4.8 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
b) ; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) the ; The occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) and the dissolution or liquidation of the CompanyCompany other than pursuant to the Agency’s consent; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
(a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 4.8 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
(b) the failure by the Company to pay the Recapture Benefits on the date due;
(c) the occurrence and continuation of a Recapture Event;
(d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
(e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 4.3, 4.44.5, 4.54.6, 4.7, 4.8, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodthe Tax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(e), 2.1(g), 2.1(i), 2.1(j), 2.1(k), 4.3, 4.4, 4.5, 4.84.6, 4.7, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
bhereof for a period of thirty (30) days from receipt of notice from the Agency regarding such failure; the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within the Leaseback Agreement or Tax Agreement that continues beyond any applicable grace, notice or and cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(g2.1 (e), 2.1 (g), 2.1(i), 2.1 (j), 2.1 (k), 2.1 (l), 3.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 5.1, 7.15.2, 7.2, 7.3, 7.1 and 7.6 and 8.1;
b) hereof; the failure by the Company to pay the Recapture Recaptured Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) ; the occurrence of an “Event of Default” Default under any other Transaction Document, which has not been cured within any applicable grace, notice the Leaseback Agreement or cure periodthe Tax Agreement; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) the failure by the Company Corporation to observe and perform any covenant contained in Sections 2.1(g2.1(e), 2.1(i(g), 4.3, 4.4, 4.5, 4.8(i) ; 4.2, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
b) the failure by the Company to pay the Recapture Benefits on the date due;
c) the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Corporation Document, which has not been cured within any applicable grace, notice or cure period; and
ec) the dissolution or liquidation of the CompanyCorporation; or the failure by the Company Corporation to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company Corporation generally to pay its debts as they become due; or an assignment by the Company Corporation for the benefit of creditors; or the commencement by the Company Corporation (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company Corporation (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company Corporation as the debtor, or such case or proceeding is consented to by the Company Corporation or remains undismissed for forty (40) days, or the Company Corporation consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company Corporation for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 1 contract
Samples: Uniform Project Agreement
Events of Default and Remedies. Section 6.1 The following shall each be “"Events of Default” " under this Project Agreement:
a) : the failure by the Company to observe and perform any covenant contained in Sections 2.1(g) (Retail Sales Limitation), 2.1(i) (Company Existence), 4.34.3 (Sales Tax Exemption), 4.44.5 (Form ST-340 Filing Requirement), 4.55.1 (Insurance Requirements), 4.85.2 (Additional Insurance Requirements), 5.1, 7.1, 7.2, 7.3, 7.1 (Hold Harmless) and 7.6 and 8.1;
b) (Agency Fees); the failure by the Company to pay the Recapture Benefits on the date due;
c) ; the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) Event; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in over the premises Project enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property property or for the purpose of general administration of such Property property for the benefit of creditors.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. Section 6.1 The 8.1. Any one or more of the following shall each be “Events constitute an Event of Default” under this Project AgreementDefault hereunder:
(a) default for a period of five days in the failure by payment when due of all or any part of the Company to observe and perform principal of or interest on any covenant contained Note (whether at the stated maturity thereof or at any other time provided for in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
bthis Agreement) the failure by the Company to pay the Recapture Benefits on the date due;
c) the occurrence and continuation or of a Recapture Event;
d) the occurrence any Reimbursement Obligation or of an “Event of Default” any fee or other amount payable hereunder or under any other Transaction Loan Document;
(b) default in the observance or performance of any covenant set forth in Sections 7.5(c), 7.13, 7.14, 7.15 or 7.16 hereof or of any provision in any Loan Document dealing with the use, disposition or remittance of the proceeds of Collateral or requiring the maintenance of insurance thereon;
(c) default in the observance or performance of any other provision hereof or of any other Loan Document which has is not been cured remedied within thirty days after the earlier of (i) the date on which such failure shall first become known to any applicable graceofficer of the Company or (ii) written notice thereof to the Acme Group by the Agent;
(d) any representation or warranty made herein or in any of the other Loan Document or in any certificate furnished to the Agent or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in any material respect as of the date of the issuance or making thereof, and shall not be made good within thirty days after written notice or cure period; andthereof to the Company by the Agent;
(e) the dissolution any event occurs or liquidation condition exists (other than those described in subsections (a) through (d) above) which is specified as an event of default under any of the Company; other Loan Documents, or any of the failure Loan Documents shall for any reason not be or shall cease to be in full force and effect, or any of the Loan Documents is declared to be null and void, or any of the Collateral Documents shall for any reason fail to create a valid and perfected first priority Lien in favor of the Agent in any Collateral purported to be covered thereby except as expressly permitted by the Company terms thereof;
(f) default shall occur under any evidence of Indebtedness for Borrowed Money aggregating in excess of $5,000,000 issued, assumed or guaranteed by the Acme Group or any member thereof or any Subsidiary or under any indenture, agreement or other instrument under which the same may be issued, and such default shall continue for a period of time sufficient to releasepermit the acceleration of the maturity of any such Indebtedness for Borrowed Money (whether or not such maturity is in fact accelerated) or any such Indebtedness for Borrowed Money shall not be paid when due (whether by demand, staylapse of time, discharge, lift acceleration or bond within thirty otherwise);
(30g) days any execution, garnishment, Borrower shall make any payment or other distribution on or in respect of its guaranty of the Senior Notes or otherwise acquire or retire any of the Senior Notes;
(h) any judgment or attachment judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $500,000 and which is not fully covered by insurance from any insurer who has acknowledged its liability thereon shall be entered or filed against the Acme Group or any Subsidiary or against any of the Property or assets of either and remains undischarged, unvacated, unbonded or unstayed for a period of sixty days;
(i) an event occurs or condition exists which is specified as an event of default in any of the Collateral Documents;
(j) any party obligated on any guarantee of any Obligations shall purport to disavow, revoke, repudiate or terminate such consequence guarantee;
(k) any party to the Intercreditor Agreement shall purport to disavow, revoke, repudiate or terminate such Agreement;
(l) a Change of Control occurs;
(m) any member of the Acme Group or any Subsidiary shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as may impair amended, (ii) not pay, or admit in writing its ability inability to carry on its operations; or the failure by the Company generally to pay pay, its debts generally as they become due; or , (iii) make an assignment by the Company for the benefit of creditors; , (iv) apply for, seek, consent to, or acquiesce in, the commencement by the Company (as the debtor) appointment of a case in bankruptcy receiver, custodian, trustee, examiner, liquidator or similar official for it or any proceeding under any other insolvency law; or the commencement substantial part of a case in bankruptcy or its Property, (v) institute any proceeding under any other insolvency law seeking to have entered against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or it an order for relief against under the Company United States Bankruptcy Code, as the debtoramended, to adjudicate it insolvent, or such case seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or proceeding is consented composition of it or its debts -41- 48 under any law relating to by the Company bankruptcy, insolvency or remains undismissed for forty (40) days, reorganization or the Company consents relief of debtors or fail to file an answer or admits other pleading denying the material allegations against it in of any such case proceeding filed against it, or proceeding; (vi) fail to contest in good faith any appointment or proceeding described in Section 8.1(n) hereof;
(n) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for any member of the Acme Group or any Subsidiary or any substantial part of any of their Property, or a trusteeproceeding described in Section 8.1(m)(v) shall be instituted against any member of the Acme Group or any Subsidiary, receiver and such appointment continues undischarged or agent such proceeding continues undismissed or unstayed for a period of sixty days.
Section 8.2. When any Event of Default described in subsections 8.1
(however nameda) to 8.1(l), both inclusive, has occurred and is appointed continuing, the Agent shall, upon request of all the Lenders in the case of subsection 8.1(l) and otherwise upon request of the Required Lenders, and by notice to the Company, take any or authorized to take charge of substantially all of the property following actions:
(a) terminate the obligation of the Company Lenders to extend any further credit hereunder on the date (which may be the date thereof) stated in such notice; and
(b) declare the principal of and the accrued interest on the Notes to be forthwith due and payable and thereupon the Notes, including both principal and interest, and all fees, charges, commissions and other Obligations payable hereunder, shall be and become immediately due and payable without further demand, presentment, protest or notice of any kind.
Section 8.3. When any Event of Default described in subsection 8.1(m) or 8.1(n) has occurred and is continuing, then the unpaid balance of the Notes, including both principal and interest, and all fees, charges, commissions and other Obligations payable hereunder, shall immediately become due and payable without presentment, demand, protest or notice of any kind, and the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate.
Section 8.4. If and when (x) any Event of Default, other than an Event of Default described in subsections (m) or (n) of Section 8.1, has occurred and is continuing, the Acme Group shall, upon demand of the Agent, and (y) any Event of Default described in subsections (m) or (n) of Section 8.1 has occurred or (z) any Letter of Credit is outstanding on the Termination Date (whether or not any Event of Default has occurred), the Borrowers shall, without notice or demand from the Agent, immediately pay to the Agent the full amount of each Letter of Credit, the Borrowers agreeing to immediately make each such payment and acknowledging and agreeing the Agent would not have an adequate remedy at law for failure of the purpose Borrowers to honor any such demand and that the Agent shall have the right to require the Borrowers to specifically perform such undertaking whether or not any draws had been made under the Letters of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditorsCredit.
Appears in 1 contract
