Events of Default and Remedies. Each of the following is an event of default (an “Event of Default”): (1) default in any payment of interest on any Note when due, continued for 30 days; (2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture; (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default: (A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or (B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; (6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed; (7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture; (8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case; (B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or (C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and (D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 3 contracts
Samples: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)
Events of Default and Remedies. Each of the following is an event of default (an “Event of Default”):” under this Indenture:
(1i) default for 30 days in any the payment when due of interest on any Note when dueor Additional Amounts, continued for 30 daysif any, with respect to, the Notes;
(2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note when due at its Stated Maturityon, upon optional redemption, upon required repurchase, upon declaration or otherwisethe Notes;
(3iii) failure by the Company Issuer to make a Change of Control Offer or any of its Restricted Subsidiaries Asset Sale Offer or to comply purchase Notes in accordance with the provisions of Section 5.01 4.10 or 10.04 of this Indenture;
(4) Section 4.14 or failure by the Company Issuer or any of its Restricted Subsidiaries the relevant Guarantor for 60 30 days after written notice to the Company Parent by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding outstanding, voting as a single class class, to comply with any other provision described in Section 4.10 or Section 4.14;
(iv) failure by the Parent, the Issuer or relevant Guarantor to comply with Section 5.01;
(v) failure by the Parent, the Issuer or relevant Guarantor for 60 days after written notice to the Parent by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, voting as a single class, to comply with any of the other agreements in this IndentureIndenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii), (iii) or (iv) of this Section 6.01), the Notes or the Note Guarantee;
(5vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent or any of its Significant Restricted Subsidiaries), whether such Indebtedness or guarantee existed on Guarantee exists on, or is created after, the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, accelerated aggregates $US$25.0 million or more;
(6vii) failure by the Parent or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of US$25.0 million (exclusive of any amounts that an insurance company has acknowledged liability for), which final judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;
(viii) any security interest created by the Collateral Documents ceases to be in full force and effect (except as permitted by the terms of this Indenture, the Intercreditor Agreement or the Collateral Documents or pursuant to limitations on enforceability, validity or effectiveness imposed by applicable law) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by Collateral having a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) Fair Market Value in excess of $25.0 US$5.0 million or its foreign currency equivalent against an assertion by the Company Parent or any Significant Subsidiary of its Restricted Subsidiaries, in any pleading in any court of competent jurisdiction, that any Collateral having a Fair Market Value in excess of US$5.0 million is not subject to a valid, perfected security interest (except in accordance with the Companyterms of this Indenture, the failure Intercreditor Agreement or the Collateral Documents or pursuant to limitations on enforceability, validity or effectiveness imposed by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayedapplicable law);
(7ix) except as permitted by this IndentureIndenture (including with respect to any limitations) or pursuant to limitations on enforceability, the validity or effectiveness imposed by applicable law, any Note Guarantee of AdaptHealth Intermediate the Parent or a Significant Subsidiary or any Subsidiary Guarantee group of any its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company is declared held in any judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate the Parent or any Subsidiary Guarantor that which is a Significant Subsidiary or any group of the Company its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Companysuch Guarantor, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this IndentureNote Guarantee;
(8) x) the CompanyIssuer, AdaptHealth Intermediate the Parent or any Subsidiary of its Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,;
(B) consents to the entry of an order for relief against it in an involuntary case,;
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,;
(D) makes a general assignment for the benefit of its creditors, ; or
(E) generally is not paying admits in writing its inability to pay its debts generally as they become due; and
(9xi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company Parent, the Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;
(B) appoints a custodian or administrator of the Company Parent, the Issuer, or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company Parent, the Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of the Companyits Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or
(C) orders the liquidation of the Company Parent, the Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of the Companyits Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 2 contracts
Samples: Indenture (Sappi LTD), Indenture (Sappi LTD)
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”)::
(1i) default in any payment of interest (including any related Additional Amounts) on any Note when due, continued due and such default continues for 30 thirty (30) days;
(2ii) default in the payment of principal of, or premium, if any, on any Note note (including, in each case, any related Additional Amounts) when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3iii) failure by the Company Issuer or any of its Restricted Subsidiaries Guarantor to comply with the provisions of its obligations under Section 5.01 or 10.04 of this Indenture4.3;
(4iv) failure by the Company Issuer or any of Guarantor for thirty (30) days to comply with its Restricted Subsidiaries obligations under Section 4.1(e) or Section 4.4;
(v) failure by the Issuer or any Guarantor for 60 sixty (60) days to comply with any other covenant or agreement contained in this Indenture or the Notes (other than as described under clauses (i), (ii), (iii) and (iv) above, which are covered by such clauses) after notice to the Company by the Trustee or the holders Holders of at least 25% or more in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this IndentureNotes;
(5vi) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant Restricted Subsidiaries), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee existed on Guarantee now exists, or is created after the Issue Date, or is or was created thereafter, if that which default:
(A1) is caused by a failure to pay principal at the final Stated Maturity of of, or interest or premium, if any, on such Indebtedness (a “Payment Default”)prior to the expiration of the grace period provided in such Indebtedness; or
(B2) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $25.0 U.S.$20.0 million or moremore (or its foreign currency equivalent);
(6vii) with respect failure by the Issuer or any Restricted Subsidiary to any judgment pay final judgments entered by a court or decree for the payment courts of money competent jurisdiction aggregating in excess of U.S.$20.0 million (or its foreign currency equivalent) (net of any amount covered by insurance issued by amounts that a reputable and creditworthy insurer that insurance company has agreed to pay), which judgments are not contested coverage paid, discharged or reserved rights with respect to an underlying claimstayed for a period of sixty (60) in excess days or more after such judgment becomes final;
(viii) the entering of $25.0 million a decree or its foreign currency order by a court (or equivalent against authority) having jurisdiction adjudging the Company Issuer or any of its Significant Subsidiary Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of or by the Issuer or any of its Significant Subsidiaries, and such decree or order continuing to be undischarged or unstayed for a period of sixty (60) days; the entering of a decree or order of a court (or equivalent authority) having jurisdiction for the appointment of a receiver or liquidator or for the liquidation or dissolution of the CompanyIssuer or any of its Significant Subsidiaries, the failure by the Company and such decree or such Significant Subsidiary, as applicable, order continuing to pay such judgment or decree, which judgment or decree has remained outstanding be undischarged and unstayed for a period of 60 days after days; the institution by the Issuer or any of its Significant Subsidiaries of any proceeding to be adjudicated as voluntarily bankrupt, liquidated or dissolved, or their respective consent to the filing of a bankruptcy, liquidation or dissolution proceeding against any of them, or the filing of a petition or answer or consent seeking reorganization, or the consent to the filing of any such judgment petition or decree became final and nonappealable without being paidappointment of a receiver or liquidator or trustee or assignee in bankruptcy, dischargedliquidation, waived dissolution or stayed;insolvency of the Issuer or any of its Restricted Subsidiaries or of any substantial part of their respective property; or
(7ix) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Note Guarantee of any Significant Subsidiary or group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary is declared held to be unenforceable or invalid by any final and nonappealable judgment or decree in a judicial proceeding or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate effect or any Subsidiary such Guarantor that is a Significant Subsidiary or group of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, Guarantors denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt Note Guarantee.
(b) In the event of a declaration of acceleration of the notice specified Notes because an Event of Default described in this Indenture;
clause (8) vi) of Section 5.1(a) has occurred and is continuing, the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary declaration of acceleration of the Company pursuant to or within the meaning of Bankruptcy LawNotes shall be automatically annulled if:
(A1) commences the default triggering such Event of Default pursuant to clause (vi) of Section 5.1(a) shall be remedied or cured by the Issuer or a voluntary case,
Restricted Subsidiary or waived by the holders of the relevant Indebtedness within twenty (B20) consents to days after the entry declaration of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become dueacceleration with respect thereto; and
(92) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
and (B) appoints a custodian all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the Company or any acceleration of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all Notes, have been cured or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive dayswaived.
Appears in 2 contracts
Samples: Indenture (Auna S.A.), Indenture (Auna S.A.A.)
Events of Default and Remedies. Each (a) In addition to those specified in Section 501 of the Base Indenture, each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture5.01;
(42) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Significant Subsidiaries the Company (or the payment of which is guaranteed Guaranteed by the Company or any Restricted Subsidiary of its Significant Subsidiaries), the Company) whether such Indebtedness or guarantee existed on Guarantee now exists, or is created after the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity maturity; and,
(C) in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million million, or more;
(63) with respect to any judgment one or decree for the payment of money (net of any more judgments in an aggregate amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent (to the extent not covered by independent third party insurance as to which the insurer has not disclaimed coverage) shall have been rendered against the Company or any Significant Subsidiary of the Companyits Restricted Subsidiaries and such judgments remain undischarged, the failure by the Company unpaid or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment or decree became judgments become final and nonappealable without being paid, discharged, waived or stayednonappealable;
(b) Clause (3) of Section 501 of the Base Indenture shall not apply to the Notes.
(c) Clauses (2), (4), (5), (6) and (7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary Sections 501 of the Company is declared to be unenforceable or invalid Base Indenture are deleted and replaced in their entirety by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Lawfollowing:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (TreeHouse Foods, Inc.), First Supplemental Indenture (TreeHouse Foods, Inc.)
Events of Default and Remedies. Each If any one or more of the following is an event of default events (each an “Event of Default”):) shall occur and be continuing:
(1a) any breach or default under the Note executed by the Pledgor in any payment favor of interest on any Note when due, continued for 30 daysthe Secured Party;
(2b) the breach or default in of any of the payment representations, warranties, covenants or agreements of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwisethe Pledgor under this Pledge that continues for fifteen (15) days after the Secured Party gives written notice to Pledgor;
(3c) failure the subjection of the Pledged Securities to levy of execution or other judicial process in connection with collection of a debt owed by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this IndenturePledgor;
(4d) failure by the Company any direct or indirect sale or transfer of all or any part of its Restricted Subsidiaries for 60 days after notice to an interest in the Company by the Trustee Pledged Securities, whether voluntary or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indentureinvoluntary;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9e) a court sale of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property assets of the Company Companies;
(f) a default by Pledgor under any other agreement between the Secured Party and the Pledgor or any other event of default under this Pledge following written notice and failure to timely cure as therein provided;
(g) any event that results in the acceleration of the Company’s Restricted Subsidiaries that is a Significant Subsidiary maturity of the Companyindebtedness of the Pledgor to others under any indenture, agreement, or undertaking including, without limitation, any mortgage; or
(Ch) orders the liquidation Pledgor’s insolvency, the appointment of a receiver for any part of the Company Pledgor or any the assets of the CompanyPledgor, any assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency law by or against the Pledgor; then, in any such event, Secured Party may, at Secured Party’s Restricted Subsidiaries that is a Significant Subsidiary option, declare the Note and this Pledge in default, and give written notice of such Event of Default to Escrow Agent under Section 4, to obtain the release of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysPledged Securities from this Pledge.
Appears in 2 contracts
Samples: Securities Pledge and Escrow Agreement (Spar Group Inc), Securities Pledge and Escrow Agreement (Spar Group Inc)
Events of Default and Remedies. (a) Each of the following is shall constitute an event of default (an “Event of Default”):
; (1i) default for 60 days in the payment when due of interest on the Notes; (ii) default in any payment when due of interest on any Note when due, continued for 30 days;
(2) default in the payment principal of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
the Notes; (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4iii) failure by the Company or any of its Restricted Subsidiaries for 60 75 days after notice to the Company by the Trustee or the holders holder of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other its agreements in this Indenture;
the Notes; (5iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the dated hereof, if that default:
which default (Aa) is caused by a failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal at the final Stated Maturity amount of such Indebtedness (a “Payment Default”); or
) or (Bb) results in the acceleration of such Indebtedness Indebtedness, prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 20.0 million or more;
; (6v) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, any of its Subsidiaries to pay such judgment or decreefinal judgments aggregating in excess of $20.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7net of applicable insurance coverage which is acknowledged in writing by the insurer); (vi) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary loss of the Company is declared legal right to be unenforceable or invalid operate any Casino by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate its Restricted Subsidiaries resulting in a cessation of operations for a period of more than 360 days; (vii) the Company or any Subsidiary Guarantor that is a Significant Subsidiary of the CompanySubsidiary, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or under or within the meaning of any Bankruptcy Law:
Law (A1) commences a voluntary case,
case or proceeding, (B2) consents to the entry of an any order for relief against it in an involuntary case,
case or proceeding or to the commencement of any case against it, (C3) consents to the appointment of a custodian Custodian of it or for all or substantially all any substantial part of its property,
, (D4) makes a general assignment for the benefit of its creditors, or
(E5) generally is not paying its debts as they become duefiles a petition in bankruptcy or answer or consent seeking reorganization or relief, or (6) consents to the filing of such petition or the appointment of or taking possession by a Custodian; and
and (9viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
that (A1) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company Subsidiary, in an involuntary case;
case or proceeding, or adjudicates the Company or any Significant Subsidiary insolvent or bankrupt, (B2) appoints a custodian Custodian of the Company or any Significant Subsidiary, or for any substantial part of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all its property, or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C3) orders the winding up or liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) Subsidiary, and the order or decree remains unstayed and in effect for 60 consecutive days.
(b) If any Event of Default described in clause (i), (ii) or (vi) in the preceding paragraph occurs and is continuing, the holder of at least 25% in principal amount of the then outstanding Notes may declare the Notes to be due and payable immediately. If any Event of Default described in clause (iii), (iv) or (v) occurs and is continuing, then no later than 15 days prior to the proposed date of declaration of any acceleration of the principal amount of the Notes (the “Acceleration Date”), the holder of not less than 25% of the Notes shall deliver a notice (the “Proposed Acceleration Notice”) of such Event of Default to the trustee with respect to the Second Lien Notes and the administrative agent under the New Credit Facility. Upon the earliest of (a) the Acceleration Date, if no Standstill Notice is received prior to the Acceleration Date, (b) the expiration of the Standstill Period and (c) 60 days following acceleration of the Designated Senior Indebtedness, the holder of at least 25% in aggregate principal amount of the outstanding Notes may declare the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in clauses (vii) and (viii) of the preceding paragraph, with respect to the Company, the Notes will become due and payable without further action or notice. The holders of the Notes may not enforce the Notes except as provided herein.
(c) The holder of a majority in aggregate principal amount of the Notes then outstanding may on behalf of the holders of the Notes waive any existing Default or Event of Default and its consequences under the Notes except a continuing Default or Event of Default in the payment of interest, premium, if any, on, or the principal of, the Notes.
Appears in 1 contract
Samples: Note (Hard Rock Hotel Inc)
Events of Default and Remedies. Each Without notice or demand (which are hereby waived), the entire unpaid principal balance of and all accrued interest on this Note shall immediately become due and payable at the option of the holder hereof upon the occurrence of any one or more of the following is events of default (individually or collectively, herein called an "Event of Default"):
(a) the failure or refusal of Maker to pay all or any part of the principal of or accrued interest on this Note as and when the same becomes due and payable in accordance with the terms hereof;
(b) the occurrence of a breach, default, or event of default under Sections 8.4, 8.6 or 8.7 of that certain Securities Purchase Agreement dated as of September 25, 1996 (an “Event of Default”):
(1the "Securities Purchase Agreement") default in any payment of interest on any Note when due, continued for 30 daysbetween Payee and Maker;
(2c) the occurrence of a breach, default, or event of default under the Securities Purchase Agreement (other than as specified in Section 2(b) above), and the continuation of such breach, default, or event of default for a period of twenty days after (i) written notice thereof is delivered by Payee to Maker or (ii) the failure of Maker to deliver the compliance certificate required by Section 8.2(b) of the Securities Purchase Agreement or (iii) the date specified in the payment compliance certificate as the date of principal the occurrence of such breach, default, or premiumevent of default, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwisewhichever is the earliest to occur;
(3d) failure any representation or warranty made by Pledgor (as defined in those certain Pledge and Security Agreements (herein so called), dated on or about the Company date hereof, executed by Payee and each of the Maynxxx Xxxily Trust, the John X. Xxxxx Xxxst, and Tim Xxxxxx), or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 such Pledgor's officers or 10.04 of this Indenture;
(4) failure by the Company trustees, under or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply connection with any of the other agreements Pledge and Security Agreements shall prove to have been incorrect in this Indentureany material respect when made;
(5e) the occurrence of breach or event of default under that certain Voting Agreement dated on or about the date hereof among Willxxx X. Xxxx, xxs spouse, the Willxxx Xxxx Xxxirement Trust, B&G Partnership, Ltd., BCG Partnership, Ltd. and Maker;
(f) Maker, Pledgor or any guarantor of this Note shall (i) become insolvent within the meaning of the Bankruptcy Code of the United States, as amended, (ii) admit in writing its or his inability to pay or otherwise fail to pay its or his debts generally as they become due, (iii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law (meaning the Bankruptcy Code of the United States, as amended, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally), or (iv) be made the subject of any proceeding provided for by any Debtor Relief Law that could suspend or otherwise affect any of the rights of the holder hereof; 26
(g) the nonpayment when due of any other material indebtedness owed by Maker, or the occurrence of any event under any document or instrument evidencing, securing, or executed in connection with any such indebtedness which could give the holder thereof the right to declare such indebtedness or any part thereof due prior to its scheduled maturity;
(h) the discovery by the holder hereof that any statement, representation, or warranty made by Maker in any writing, document, or instrument ever delivered to the holder hereof in connection herewith was at the time made false, misleading, or erroneous in any material respect;
(i) the occurrence of a breach, default, or event of default under any security agreement, deed of trust, mortgage, indenture assignment, or other collateral document or instrument under which there may be issued or executed and delivered by which there may be secured or evidenced Maker (other than as specified above in this Section 2), any Indebtedness for money borrowed by the Company Pledgor or any of its Significant Subsidiaries (or guarantor in connection herewith and the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity continuation of such Indebtedness (default or event of default for a “Payment Default”); or
(B) results in the acceleration period of such Indebtedness prior twenty days after notice thereof from Payee to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or moreMaker;
(6j) with respect to any guarantor or Pledgor that is an entity dissolves; a final judgment is entered against Maker, Pledgor or decree any guarantor of this Note for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against 25,000 in the Company aggregate and remains unsatisfied for thirty days after entry, or any Significant Subsidiary property of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate Maker or any Subsidiary Guarantee of any Significant Subsidiary of the Company such guarantor or Pledgor is declared attached, garnished or otherwise made such to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companylegal process; or
(Ck) orders Robexx Xxxxxxx xx no longer the liquidation Chief Executive Officer of Maker. Upon the occurrence of an Event of Default, the holder of this Note may (a) offset against this Note any sum or sums owed by the holder hereof to Maker or any guarantor of this Note, (b) foreclose any or all liens or security interests given to secure the repayment of the Company indebtedness evidenced by this Note, and (c) proceed to protect and enforce its rights either by suit in equity and/or by action at law, or by other appropriate proceedings, whether for the specific performance of any covenant or agreement contained in this Note or any document or instrument executed and delivered by Maker or any guarantor of this Note in connection with this Note or in aid of the Company’s Restricted Subsidiaries that is a Significant Subsidiary exercise of any power or right granted by this Note or any document or instrument executed and delivered by Maker or any guarantor of this Note in connection with this Note or to enforce any other legal or equitable right of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysholder of this Note.
Appears in 1 contract
Samples: Securities Purchase Agreement (Internet America Inc)
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”):” with respect to the 2022 notes or the 2024 notes, as applicable:
(1) default for 30 days in any the payment when due of interest on any Note when due, continued for 30 daysthe applicable series of Notes;
(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note when due at its Stated Maturityon, upon optional redemption, upon required repurchase, upon declaration or otherwisethe applicable series of Notes;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of described under Section 5.01 or 10.04 to consummate a purchase of this IndentureNotes when required pursuant to Section 4.15 and Section 4.16;
(4) failure by the Company for 120 days after notice to the Company by the Trustee or the Holders of 25% in aggregate principal amount of the applicable series of Notes then outstanding voting as a single class to comply with the provisions described under Section 4.06;
(5) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the applicable series of Notes then outstanding voting as a single class to comply with any of the other agreements in this IndentureIndenture (including the provisions described under Section 4.15 and Section 4.16 to the extent not described in clause (3) of this Section 6.01(a);
(56) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Significant Restricted Subsidiaries), whether such Indebtedness or guarantee existed on Guarantee now exists or is created after the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at of, premium or interest, if any, on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity Stated Maturity; and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 75.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid and the Notes have not been accelerated, such Event of Default shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;
(67) with respect failure by the Company or any of its Restricted Subsidiaries to any judgment pay final judgments entered by a court or decree for courts of competent jurisdiction aggregating in excess of $75.0 million (to the payment of money (net of any amount extent not covered by insurance issued by a reputable and creditworthy insurer that as to which the insurer has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decreedisclaimed coverage), which judgment judgments are not paid in accordance with the terms thereof, discharged or decree has remained outstanding stayed, for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayedconsecutive days;
(7) 8) except as permitted by this Indenture, the any Note Guarantee of AdaptHealth Intermediate or is held in any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person acting on behalf of AdaptHealth Intermediate any Guarantor, denies or disaffirms its obligations under its Note Guarantee, in each case with respect to any Subsidiary Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;; and
(8) 9) (i) the Company, AdaptHealth Intermediate Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case,proceedings to be adjudicated bankrupt or insolvent;
(B) consents to the entry institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking an order for arrangement of debt, reorganization, dissolution, winding up or relief against it in an involuntary case,under applicable Bankruptcy Law;
(C) consents to the appointment of a custodian receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property,;
(D) makes a general assignment for the benefit of its creditors, ; or
(E) admits in writing that it generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companydue and payable; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”)::
(1i) default in any payment of interest (including any related Additional Amounts) on any Note when due, continued due and such default continues for 30 thirty (30) days;
(2ii) default in the payment of principal of, or premium, if any, on any Note note (including, in each case, any related Additional Amounts) when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3iii) failure by the Company Issuer or any of its Restricted Subsidiaries Guarantor to comply with the provisions of Section 5.01 or 10.04 of this Indentureits obligations under Section 4.3;
(4iv) failure by the Company Issuer or any of Guarantor for thirty (30) days to comply with its Restricted Subsidiaries obligations under Section 4.1(e) or Section 4.4;
(v) failure by the Issuer or any Guarantor for 60 sixty (60) days to comply with any other covenant or agreement contained in this Indenture or the Notes (other than as described under clauses (i), (ii), (iii) and (iv) above, which are covered by such clauses) after notice to the Company by the Trustee or the holders Holders of at least 25% or more in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this IndentureNotes;
(5vi) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant Restricted Subsidiaries), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee existed on Guarantee now exists, or is created after the Issue Date, or is or was created thereafter, if that which default:
(A1) is caused by a failure to pay principal at the final Stated Maturity of of, or interest or premium, if any, on such Indebtedness (a “Payment Default”)prior to the expiration of the grace period provided in such Indebtedness; or
(B2) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $25.0 U.S.$20.0 million or moremore (or its foreign currency equivalent);
(6vii) with respect failure by the Issuer or any Restricted Subsidiary to any judgment pay final judgments entered by a court or decree for the payment courts of money competent jurisdiction aggregating in excess of U.S.$20.0 million (or its foreign currency equivalent) (net of any amount covered by insurance issued by amounts that a reputable and creditworthy insurer that insurance company has agreed to pay), which judgments are not contested coverage paid, discharged or reserved rights with respect to an underlying claimstayed for a period of sixty (60) in excess days or more after such judgment becomes final;
(viii) the entering of $25.0 million a decree or its foreign currency order by a court (or equivalent against authority) having jurisdiction adjudging the Company Issuer or any of its Significant Subsidiary Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of or by the Issuer or any of its Significant Subsidiaries, and such decree or order continuing to be undischarged or unstayed for a period of sixty (60) days; the entering of a decree or order of a court (or equivalent authority) having jurisdiction for the appointment of a receiver or liquidator or for the liquidation or dissolution of the CompanyIssuer or any of its Significant Subsidiaries, the failure by the Company and such decree or such Significant Subsidiary, as applicable, order continuing to pay such judgment or decree, which judgment or decree has remained outstanding be undischarged and unstayed for a period of 60 days after days; the institution by the Issuer or any of its Significant Subsidiaries of any proceeding to be adjudicated as voluntarily bankrupt, liquidated or dissolved, or their respective consent to the filing of a bankruptcy, liquidation or dissolution proceeding against any of them, or the filing of a petition or answer or consent seeking reorganization, or the consent to the filing of any such judgment petition or decree became final and nonappealable without being paidappointment of a receiver or liquidator or trustee or assignee in bankruptcy, dischargedliquidation, waived dissolution or stayed;insolvency of the Issuer or any of its Restricted Subsidiaries or of any substantial part of their respective property; or
(7ix) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Note Guarantee of any Significant Subsidiary or group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary is declared held to be unenforceable or invalid by any final and nonappealable judgment or decree in a judicial proceeding or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate effect or any Subsidiary such Guarantor that is a Significant Subsidiary or group of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, Guarantors denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt Note Guarantee.
(b) In the event of a declaration of acceleration of the notice specified Notes because an Event of Default described in this Indenture;
clause (8) vi) of Section 5.1(a) has occurred and is continuing, the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary declaration of acceleration of the Company pursuant to or within the meaning of Bankruptcy LawNotes shall be automatically annulled if:
(A1) commences the default triggering such Event of Default pursuant to clause (vi) of Section 5.1(a) shall be remedied or cured by the Issuer or a voluntary case,
Restricted Subsidiary or waived by the holders of the relevant Indebtedness within twenty (B20) consents to days after the entry declaration of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become dueacceleration with respect thereto; and
(92) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
and (B) appoints a custodian all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the Company or any acceleration of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all Notes, have been cured or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive dayswaived.
Appears in 1 contract
Samples: Indenture (Auna S.A.)
Events of Default and Remedies. Each Section 1. In case any one or more of the following is an event of default (an “Event events, herein termed "Events of Default”):
(1) default in any payment of interest on any Note when due", continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may shall have occurred and be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that defaultcontinuing:
(Aa) is caused any payment in respect of the Indebtedness hereby secured has not been received by a failure the Mortgagee when due after giving effect to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”)any applicable grace periods; or
(Bb) results any Event of Default has occurred under the Loan Agreement;
(c) the statements in Sections 2 and 3 of Article I shall prove to be untrue in a material way; or
(d) a default shall have occurred in the acceleration due and punctual observance and performance of such Indebtedness prior to its express maturity andany of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or 19 of Article I hereof; or
(e) a default by the Shipowner in each case, the principal amount of such Indebtedness, together with the principal amount observance or performance of any other such Indebtedness agreement under which there has this Mortgage shall have occurred and shall remain unremedied for thirty (30) days after written notice thereof shall have been a Payment Default or given to the maturity of which has been so accelerated, aggregates $25.0 million or more;Shipowner by the Mortgagee; or
(6f) with respect to the Shipowner or any judgment or decree for the payment of money (net other obligor of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claimpart of the Indebtedness hereby secured: (i) in excess of $25.0 million is dissolved or its foreign currency equivalent against the Company legal status is lost or canceled by reason of any Significant Subsidiary of the Companyvalid, the failure by the Company judicial, extra-judicial, or such Significant Subsidiaryadministrative proceeding shall have occurred, as applicableor (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing its inability to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except its debts as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectthey fall due, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Aiv) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes shall make a general assignment for the benefit of its creditors, or
(E) generally ; or a receiver of the property or business of the Shipowner or any obligor on or guarantor of any part of the Indebtedness hereby secured is not paying its debts as they become due; and
(9) appointed by a court of competent jurisdiction enters an order or decree under any Bankruptcy Law thatjurisdiction; then, and in each and every such case, the Mortgagee shall have the right to:
(A1) is for relief against Declare all the Company or any then unpaid Indebtedness hereby secured to be due and payable immediately, and upon such declaration the same, including interest to date of the Company’s Restricted Subsidiaries that is a Significant Subsidiary declaration, shall become and be immediately due and payable (provided no declaration shall be required if an event of the Company in an involuntary casedefault shall have occurred under subsection (f) hereof);
(B2) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially Exercise all of the property rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Company or any laws of the Company’s Restricted Subsidiaries that is a Significant Subsidiary Republic of the Company; or
(C) orders Marsxxxx Xxxands or of any other jurisdiction where the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.Vessel may be found;
Appears in 1 contract
Events of Default and Remedies. Each of the following is an event of default (an “a) An "Event of Default”):" occurs if:
(1) default for 30 days in any the payment when due of interest on any Note when due, continued for 30 daysthe Debentures;
(2) default in payment when due of the payment principal of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwisethe Debentures (including the failure to make a payment to purchase Debentures tendered pursuant to a redemption notice);
(3) failure by the Company Issuer for 30 days after receipt of notice from the Trustee or any the holders of its Restricted Subsidiaries at least 25% in principal amount of the then outstanding Debentures to comply with the provisions of Section 5.01 or 10.04 of this Indenture5.02;
(4) failure by the Company or any of its Restricted Subsidiaries Issuer for 60 days after receipt of notice to the Company by from the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Debentures specifying such failure to comply with any of the its other agreements in this IndentureIndenture or the Debentures;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed the failure by the Company Issuer or any of its Restricted Subsidiary that is a Significant Subsidiaries (Subsidiary to pay any Debt within any applicable grace period after final maturity or the payment of which is guaranteed acceleration by the Company holders thereof because of a default if the total amount of all such Debt unpaid or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal accelerated at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates time exceeds $25.0 million or more2 million;
(6) with respect to any judgment or decree for the payment of money in excess of $10 million (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with indemnity payments actually received in respect thereof prior to an underlying claimor within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) in excess of $25.0 million or its foreign currency equivalent is entered against the Company Issuer or any Significant Subsidiary of the Companythat is a Restricted Subsidiary and is not discharged, the failure waived or stayed and either (A) an enforcement proceeding has been commenced by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after any creditor upon such judgment or decree became final and nonappealable without being paid, or (B) there is a period of 90 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;
(7) any Debenture Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or, except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases shall cease for any reason to be in full force and effect, or AdaptHealth Intermediate effect or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person acting on behalf of AdaptHealth Intermediate any Guarantor, shall deny or disaffirm its obligations under its Debenture Guarantee;
(8) default by the Issuer or any Subsidiary Guarantor that is a Significant Subsidiary in the performance of the CompanyCollateral Documents which results in the unenforceablity, denies invalidity, imperfection or disaffirms lack of requisite priority of the Trustee's or the Collateral Agent's Lien on Collateral with a fair market value in excess of $10 million, or the repudiation or disaffirmation by the Issuer or any Subsidiary Guarantor of its obligations under the Collateral Documents or the determination in writing under its Guarantee and such Default continues a judicial proceeding that the Collateral Documents are unenforceable or invalid against the Issuer or any Subsidiary Guarantor for ten days after receipt of the notice specified in this Indentureany reason;
(8) 9) an Event of Default (as defined in the Company, AdaptHealth Intermediate Class A Indenture) has occurred and is continuing under the Class A Indenture.
(10) the Issuer or any Restricted Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case,;
(B) consents to the entry of an order for relief against it in an involuntary case,;
(C) consents to the appointment of a custodian Custodian of it or for all or substantially all any substantial part of its property,;
(D) makes a general assignment for the benefit of its creditors, ; or takes any comparable action under any foreign laws relating to insolvency; or
(E) generally is not paying its debts as they become due; and
(911) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company Issuer or any of the Company’s Restricted Subsidiaries Subsidiary that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian Custodian of the Company Issuer or any of the Company’s Restricted Subsidiaries Subsidiary that is a Significant Subsidiary or for any substantial part of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companyits property; or
(C) orders the winding up or liquidation of the Company Issuer or any of the Company’s Restricted Subsidiaries Subsidiary that is a Significant Subsidiary of the CompanySubsidiary; and
(D) or any similar relief is granted under any foreign laws and the order or decree relating thereto remains unstayed and in effect for 60 consecutive days. The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.
Appears in 1 contract
Samples: Indenture (Umt Holdings Lp)
Events of Default and Remedies. Each An Event of Default generally is: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, any of the following is an event Notes, whether or not prohibited by the subordination provisions of default the Indenture; (an “Event of Default”):
(1ii) default in any payment when due (whether at maturity, upon redemption or repurchase, or otherwise) of interest on any Note when due, continued for 30 days;
(2) default in the payment principal of principal or premium, if any, on any Note when due at of the Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company to comply with certain of its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
agreements in the Indenture and the Notes; (3iv) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 60 30 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other its covenants or agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Restricted Subsidiaries), ) whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date of the Indenture, if that default:
which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each casecase described in clauses (a) and (b) of this subsection (v), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10.0 million or more;
; (6vi) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, any of its Restricted Subsidiaries to pay such judgment or decreefinal judgments aggregating in excess of $10.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment their entry; and (vii) certain events of bankruptcy or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared insolvency with respect to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted its Significant Subsidiaries that is a Restricted Subsidiary. Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all of the principal amount of the Notes, accrued and unpaid interest thereon and all other Obligations thereunder, to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Company for all or substantially all of must furnish an annual compliance certificate to the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysTrustee.
Appears in 1 contract
Samples: Indenture (Synthetic Industries Inc)
Events of Default and Remedies. Each An Event of Default generally is: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, any of the following is an event of default Notes; (an “Event of Default”):
(1ii) default in any payment when due (whether at maturity, upon redemption or repurchase, or otherwise) of interest on any Note when due, continued for 30 days;
(2) default in the payment principal of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
of the Notes; (3iii) failure by the Company or any of its Restricted Subsidiaries a Guarantor, if applicable, to comply with certain of its agreements in the provisions of Section 5.01 or 10.04 of this Indenture;
Indenture and the Notes; (4iv) failure by the Company or any of its Restricted Subsidiaries a Guarantor, if applicable, for 60 30 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other its covenants or agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), ) whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date of the Indenture, if that default:
which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each casecase described in clauses (a) and (b) of this subsection (v), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 2.0 million or more;
; (6vi) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, any of its Subsidiaries to pay such judgment or decreefinal judgments aggregating in excess of $2.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
their entry; (7vii) except as permitted by this Indenture, certain events with respect to the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary unenforceability of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary Guarantees of the Company Guarantors; and (viii) certain events of bankruptcy or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant insolvency with respect to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of its Subsidiaries. Subject to certain limitations in the Company’s Restricted Subsidiaries that Indenture, if an Event of Default occurs and is a Significant Subsidiary continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially then outstanding Notes may declare all of the property principal of (or, if prior to July 31, 2001, the Accreted Value of) the Notes, accrued and unpaid interest or Liquidated Damages, if any, thereon and all other Obligations thereunder, to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company and any Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Company or any of must furnish an annual compliance certificate to the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysTrustee.
Appears in 1 contract
Events of Default and Remedies. Each of the following is an event of default (an “Event of Default”):
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Restricted Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) , and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Events of Default and Remedies. Each If any of the following is an events shall occur, each such event of default (shall be an “Event of Default”)::
(1a) default any material representation or warranty made by the City, for and on behalf of its Department of Aviation, in this Agreement (or incorporated herein by reference) or any material representation or warranty made by the City, for and on behalf of its Department of Aviation, in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class other Related Documents or in any certificate, document, instrument, opinion or financial or other statement contemplated by or made or delivered pursuant to comply or in connection with this Agreement or with any of the other agreements Related Documents, shall prove to have been incorrect, incomplete or misleading in this Indentureany material respect when made;
(5b) failure of the City for and on behalf of its Department of Aviation, to pay when due (i) the principal or interest or premium on any Note or the Loans evidenced thereby or (ii) any other Lender Obligation;
(c) default in the due observance or performance by the City, for and on behalf of its Department of Aviation, of any covenant set forth in Section 6.06, 6.07(b), 6.08(b), 6.10, 6.12, 6.14(a) (after any applicable grace period under any mortgageRelated Document), indenture 6.14(b), 6.16, 6.17, 6.20, 6.21 or instrument under which there may be issued 6.22 hereof;
(d) default in the due observance or by which there may be secured or evidenced any Indebtedness for money borrowed performance by the Company City, for and on behalf of its Department of Aviation, of any term, covenant or agreement set forth in this Agreement (other than as set forth in any other Event of Default set forth in this Section 7.01) and the continuance of such default for thirty (30) days after the earlier to occur of (i) written notice thereof from the Lender or (ii) an Authorized Officer obtains actual knowledge of such default;
(e) (i) any material provision of this Agreement or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
Related Document related to (A) is caused by a failure to pay payment of principal at of or interest on any Note or the final Stated Maturity of such Indebtedness (a “Payment Default”); or
Loans evidenced thereby or any other Lender Obligations or (B) results in the acceleration validity or enforceability of such Indebtedness prior to its express maturity andthe pledge of the Net Revenues, in each case, Funds or the principal amount of such Indebtedness, together with the principal amount of Pledged Funds or any other such Indebtedness pledge or security interest created under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or Ordinance shall at any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases time for any reason cease to be in full force valid and effectbinding on the City, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting for and on behalf of AdaptHealth Intermediate its Department of Aviation, as a result of any legislative or final nonappealable administrative action by a Governmental Authority with competent jurisdiction, or shall be declared, in a final nonappealable judgment by any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order jurisdiction, to be null and void, invalid or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companyunenforceable; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Samples: Non Revolving Credit Agreement
Events of Default and Remedies. Each (a) In addition to those specified in Section 5.01 of the Base Indenture, each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default in any payment of interest on any Note when due, continued for 30 daysfailure by the Company to comply with its obligations under Section 5.01;
(2) a default by the Company in the payment observance or performance of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwiseobligations under Section 4.03 which default continues for a period of 90 days;
(3) the failure by to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company Company, or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results resulting in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity andIndebtedness, in each case, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at final maturity or the maturity of which has been so accelerated, aggregates $25.0 75.0 million or moremore at any time; provided that if any such default is cured or waived or any acceleration rescinded or such Indebtedness is repaid within a period of ten (10) days from the continuation of such default beyond any applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under this Supplemental Indenture and any consequential acceleration of the Notes shall automatically be rescinded so long as such rescission does not conflict with any judgment or decree;
(64) with respect to any judgment one or decree for the payment of money (net of any more judgments in an aggregate amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 75.0 million or its foreign currency equivalent (to the extent not covered by independent third party insurance as to which the insurer has not disclaimed coverage) shall have been rendered against the Company or any of its Significant Subsidiary of the CompanySubsidiaries and such judgments remain undischarged, the failure by the Company unpaid or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment or decree became judgments become final and nonappealable without being paid, discharged, waived or stayed;nonappealable; or
(75) except as permitted by this Supplemental Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared shall be held in any judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases shall cease for any reason to be in full force and effect, or AdaptHealth Intermediate effect or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Subsidiary, or any Person acting on behalf of AdaptHealth Intermediate any such Guarantor, shall deny or any disaffirm its obligations under its Subsidiary Guarantor that is a Significant Subsidiary Guarantee.
(b) Clause (3) of Section 5.01 of the CompanyBase Indenture shall not apply to the Notes.
(c) Clauses (2), denies or disaffirms its obligations in writing under its Guarantee (5) and such Default continues for ten days after receipt (6) of Sections 5.01 of the notice specified Base Indenture are deleted and replaced in this Indenture;
(8) their entirety by the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Lawfollowing:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Samples: First Supplemental Indenture (Scotts Miracle-Gro Co)
Events of Default and Remedies. Each Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes (whether or not prohibited by Article 10 of the following is an event of default Indenture); (an “Event of Default”):
(1ii) default in any payment of interest on any Note when duedue (whether payable at maturity, continued for 30 days;
(2upon redemption or repurchase or otherwise) default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration the Notes (whether or otherwise;
not prohibited by Article 10 of the Indenture); (3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 Article 5 of the Indenture; (iv) failure by the Company to comply with Sections 3.10, 4.16 or 10.04 4.17 of this the Indenture (whether or not prohibited by Article 10 of the Indenture;
), other than a failure to purchase Notes pursuant to an offer commenced under such provisions, which shall be subject to clause (4ii) above, for 30 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to comply with any of the its other agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i) through (iv) above; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the Closing Date, if that default:
which default (Aa) is caused by a failure to pay principal at the after final Stated Maturity maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10 million or more;
more without such Indebtedness being discharged or such acceleration having been cured, waived or rescinded within 30 days of acceleration; (6vii) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such any of its Significant Subsidiary, as applicable, Subsidiaries to pay final judgments aggregating in excess of $10.0 million and either (a) any creditor commences enforcement proceedings upon any such judgment or decree(b) such judgments are not paid, which judgment discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
days; (7viii) except as permitted by this the Indenture, the any Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any the Notes by a Significant Subsidiary of the Company is declared shall be held in any judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases shall cease for any other reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that which is a Significant Subsidiary of the Company Subsidiary, or any Person acting on behalf of AdaptHealth Intermediate any such Guarantor, shall deny or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms disaffirm its obligations in writing under its Guarantee Subsidiary Guarantee; and such Default continues for ten days after receipt (ix) certain events of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate bankruptcy or any Subsidiary that is a Significant Subsidiary of the Company pursuant insolvency with respect to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable by notice in writing to the Company and the Trustee. Notwithstanding the foregoing, in the case of an involuntary case;
(B) appoints Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a custodian majority in principal amount of the Company then outstanding Notes may direct the Trustee in its exercise of any trust or any power. The Trustee may withhold from Holders of the Company’s Restricted Subsidiaries Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a Significant Subsidiary majority in aggregate principal amount of the Company for all or substantially Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the property Notes waive any existing Default or Event of Default and its consequences under the Company Indenture except a continuing Default or any Event of Default in the Company’s Restricted Subsidiaries that is a Significant Subsidiary payment of principal of, premium and Liquidated Damages, if any, or interest on the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysNotes.
Appears in 1 contract
Samples: Indenture (Village at Breckenridge Acquisition Corp Inc)
Events of Default and Remedies. Each of the following following, if occurring from and after the Escrow Release Date, is an event of default (an “Event of Default”):
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon Special Mandatory Redemption as described in Section 3.09 and in accordance with the Escrow Agreement, upon required repurchase, upon declaration declaration, or otherwise;
(3) failure by the Company Issuer or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Company Issuer by the Trustee or the holders Holders of at least 2530% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 50.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 50.0 million or its foreign currency equivalent against the Company Issuer or any Significant Subsidiary of the CompanyIssuer, the failure by the Company Issuer or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company Issuer is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Issuer or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the CompanyIssuer, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate Issuer or any Subsidiary that is a Significant Subsidiary of the Company Issuer pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company Issuer or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary of the Company Issuer in an involuntary case;
(B) appoints a custodian of the Company Issuer or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary of the Company Issuer for all or substantially all of the property of the Company Issuer or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary of the CompanyIssuer; or
(C) orders the liquidation of the Company Issuer or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary of the CompanyIssuer; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Events of Default and Remedies. Each Section 9.1. Any one or more of the following is shall constitute an event of default (an “"Event of Default”):" hereunder:
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2a) default in the payment when due of any principal or premium, if any, on any Note or Application, whether at the stated maturity thereof or at any other time provided for in this Agreement; or default in the payment when due at its Stated Maturityof any interest on any Note or Application or fee, upon optional redemption, upon required repurchase, upon declaration charge or otherwiseother amount payable by the Company hereunder or under any other Loan Document and the continuance of such default for 2 Business Days after notice thereof to the Company from the Administrative Agent or any Lender;
(3b) failure by default in the Company observance or performance of any covenant set forth in Sections 8.10, 8.11, 8.12 or 8.13 hereof;
(c) default in the observance or performance of any other provision hereof or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 other Loan Documents which is not remedied within 20 days after written notice thereof to the Company by the Trustee Administrative Agent or any Lender or by the holders holder of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this IndentureNote;
(5d) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or shall occur in the payment when due (whether by lapse of which time, acceleration or otherwise) of any indebtedness (including as such all obligations included in Consolidated Total Indebtedness as such term is defined herein) aggregating in excess of $10,000,000 issued, assumed or guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness Subsidiary or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity event of which has been so accelerated, aggregates $25.0 million or more;
(6) default shall occur with respect to any such indebtedness beyond any period of grace provided therefor if the effect thereof is to permit the maturity of such indebtedness to be accelerated or to permit the holders thereof to elect a majority of the Board of Directors of the Company;
(e) any representation or warranty made herein or in any of the other Loan Documents or in any statement or certificate furnished pursuant hereto or thereto, or in connection with any advance or issuance made hereunder or by any person in connection with the transactions contemplated hereby, proves untrue in any material respect as of the date of the issuance or making thereof, and shall not be made good within 30 days after notice thereof to the Company by the Administrative Agent;
(f) any judgment or decree for the payment of money (net of judgments, writ or writs or warrant or warrants or attachment, or any similar process or processes in an aggregate amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million 15,000,000 more than the amount, if any, covered by insurance (as to which the insurer has not disclaimed or disputed in writing its foreign currency equivalent obligations for coverage or otherwise failed to pay when due) shall be entered or filed against the Company or any Significant Subsidiary or against any of the Companyproperty or assets of any of them and remains undischarged, the failure by the Company unvacated, unbonded or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed30 days;
(7g) except any event occurs or condition exists which is specified as permitted by this Indenture, an event of default under any of the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee other Loan Documents after the expiration of any Significant Subsidiary applicable notice or grace periods; (h) any of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases Loan Documents shall for any reason not be or shall cease to be in full force and effect, or AdaptHealth Intermediate any of the Loan Documents is declared to be null and void, or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Guarantor takes any action for the purpose of repudiating or rescinding any Loan Document executed by it or the obligations of such Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenturethereunder;
(8) i) 50% or more of the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary issued and outstanding Voting Stock of the Company is owned or controlled, either legally or beneficially, by any Person or by any group of Persons affiliated with each other or acting in concert (Persons shall not be deemed to have acted in concert merely as a result of voting the same way or taking the same position if the decision to vote or to take a position were made independently and without prior consultation) other than Xxxxxx X. Xxxxxxxxxx and/or his wife and/or his descendants and/or trusts or estates for the benefit of his wife and/or descendants;
(j) the Company or any Material Subsidiary or any Material Foreign Subsidiary becomes insolvent or bankrupt or bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or laws for the relief of debtors are instituted against the Company or any Material Subsidiary or any Material Foreign Subsidiary and are not dismissed within 60 days after such institution or a decree or order of a court having jurisdiction in the premises for the appointment of a trustee or receiver or custodian for the Company or any Material Subsidiary or any Material Foreign Subsidiary or for the major part of any of their property is entered and the trustee or receiver or custodian appointed pursuant to such decree or order is not discharged within the meaning of Bankruptcy Law:60 days after such appointment; or
(Ak) commences a voluntary case,
(B) consents the Company or any Material Subsidiary or any Material Foreign Subsidiary shall institute bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or laws for the relief of debtors or shall consent to the institution of such proceedings against it by others or to the entry of an any decree or order adjudging it bankrupt or insolvent or approving as filed any petition seeking reorganization under any bankruptcy or similar law or shall apply for relief against it in an involuntary case,
(C) consents or shall consent to the appointment of a receiver or trustee or custodian of for it or for all or substantially all the major part of its property,
(D) makes a general property or shall make an assignment for the benefit of creditors or shall admit in writing its creditors, or
(E) generally is not paying inability to pay its debts as they mature or shall take any corporate action in contemplation or in furtherance of any of the foregoing purposes; or
(l) any event occurs or condition exists which is specified as an "Event of Default" under the 364-Day Credit Agreement.
Section 9.2. When any Event of Default described in subsections 9.1(a) to 9.1(i), both inclusive, or subsection 9.1(l) has occurred and is continuing, the Administrative Agent may (and shall, upon request of the Required Lenders), by notice to the Company, take any or all of the following actions:
(a) terminate the obligation of the Lenders to extend any further credit hereunder on the date (which may be the date thereof) stated in such notice (such termination shall be effective upon verbal notification, the Administrative Agent hereby agreeing to provide written notification thereof to the Company as soon as practical thereafter);
(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 under the Loan Documents, shall be and become dueimmediately due and payable without further demand, presentment, protest or notice of any kind;
(c) demand that the Company immediately provide to the Administrative Agent cash collateral for the full amount of each Letter of Credit and the Company agrees to immediately provide such cash collateral and acknowledges and agrees that the Lenders would not have an adequate remedy at law for failure by the Company to honor any such demand and that the Lenders shall have the right to require the Company to specifically perform such undertaking whether or not any draws have been made under the Letters of Credit, with the funds so paid to, if the Company so requests, be invested in short-term high-grade debt securities, acceptable and pledged to and held by the Administrative Agent in accordance with Section 4.7 hereof; and
(9d) a court enforce any and all rights and remedies available under the Loan Documents or applicable law.
Section 9.3. When any Event of competent jurisdiction enters an order Default described in subsections 9.1(j) or decree (k) has occurred and is continuing, then (a) the then unpaid balance of the Notes, including both principal and interest, and all fees, charges, commissions and other Obligations payable under the Loan Documents, shall immediately become due and payable without presentment, demand, protest or notice of any Bankruptcy Law that:
kind, (Ab) is for relief against the Company or obligation of the Lenders to extend further credit pursuant to any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of terms hereof shall immediately and automatically terminate, (c) the Company in an involuntary case;
(B) appoints a custodian shall immediately provide to the Administrative Agent cash collateral for the full amount of all Letters of Credit, whether or not draws have been made thereon, the Company or any of acknowledging that the Company’s Restricted Subsidiaries that is a Significant Subsidiary of Lenders would not have an adequate remedy at law for failure by the Company for all or substantially all of to honor any such demand, and the property of Lenders shall have the right to require the Company to specifically perform such undertaking whether or not any draws have been made under the Letters of Credit, and (d) the Company’s Restricted Subsidiaries that is a Significant Subsidiary of Administrative Agent may exercise all remedies available to it under the Company; or
(C) orders the liquidation of the Company Loan Documents or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysapplicable law.
Appears in 1 contract
Events of Default and Remedies. Each of the following is an event of default (an “An Event of Default”):
Default generally is: (1i) default for 30 days in any the payment when due of interest on any Note when dueof the Notes, continued for 30 days;
whether or not prohibited by the subordination provisions of the Indenture; (2ii) default in payment when due (whether at maturity, upon redemption or repurchase, or otherwise) of the payment principal of principal or premium, if any, on any Note when due at of the Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company to comply with certain of its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
agreements in the Indenture and the Notes; (3iv) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 60 30 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other its covenants or agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under 7 which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Restricted Subsidiaries), ) whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date of the Indenture, if that default:
which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each casecase described in clauses (a) and (b) of this subsection (v), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10.0 million or more;
; (6vi) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, any of its Restricted Subsidiaries to pay such judgment or decreefinal judgments aggregating in excess of $10.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment their entry; and (vii) certain events of bankruptcy or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared insolvency with respect to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted its Significant Subsidiaries that is a Restricted Subsidiary. Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all of the principal amount of the Notes, accrued and unpaid interest thereon and all other Obligations thereunder, to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Company for all or substantially all of must furnish an annual compliance certificate to the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysTrustee.
Appears in 1 contract
Samples: Senior Subordinated Note (Synthetic Industries Inc)
Events of Default and Remedies. Each 10.1 Under this Agreement, each of the following is an event of default (shall constitute an “Event of Default”)::
(1a) default in The Company fails to make any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration deposit or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any instruction of the Agent permitted under this 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 agreements in this Indenture;Obligations within two Business Days of the date when due; or
(5b) default under The Company fails to perform or observe any mortgageterm, indenture covenant or instrument under which there may be issued agreement set forth in (i) Sections 7.2(d), 7.2(g), 7.2(h), 7.2(k) or by which there may be secured 7.5 or evidenced any Indebtedness clauses (a), (b), (e) or (f) of Section 7.6 hereunder and such failure remains unremedied for money borrowed two Business Days following notice thereof by the Company or any of its Significant Subsidiaries (or Agent to the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue DateCompany, or is (ii) Sections 7.5(g) or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”7.5(h); or
(Bi) results The Company commits fraud or makes any intentional misrepresentation under or in the acceleration of such Indebtedness prior 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 its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure 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 any other term, covenant or agreement contained in this Agreement (other than as referred to in Section 10.1(a) or (b)) on its part to be performed or observed and any such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding failure remains unremedied for a period of 60 30 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;notice thereof has been given by the Agent to the Company; or
(7e) except as permitted by this Indenture, The valid and perfected first priority security interest in the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases Collateral for any reason ceases to be in full force and effecteffect in favor of the Agent for the benefit of the Lenders except to the extent expressly permitted by the terms of the applicable Loan Documents; or
(f) (i)(A) The Company generally fails to pay its debts as such debts become due, or AdaptHealth Intermediate admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or (B) any Subsidiary Guarantor that proceeding is a Significant Subsidiary of instituted by or against the Company seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Person acting on behalf law relating to bankruptcy, insolvency or reorganization or relief of AdaptHealth Intermediate debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any Subsidiary Guarantor that is a Significant Subsidiary substantial part of its property and, if instituted against the Company, denies either such proceeding is not stayed or disaffirms its obligations in writing under its Guarantee and such Default continues for ten dismissed within 45 days after receipt or any of the notice specified actions sought in this Indenture;
such proceeding (8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to including the entry of an order for relief against it in an involuntary case,
(C) consents to or the appointment of a receiver, trustee, custodian of or other similar official for it or for all or substantially all any substantial part of its property,
) occurs; or (Dii) makes a general assignment for the benefit Company takes any corporate action to authorize any of its creditors, the actions set forth in clause (i) above in this subsection (f); or
(Eg) generally is not paying its debts The Default Ratio as they become dueat the last day of any calendar month equals or exceeds 10%; andor
(9h) The Company or any Material Subsidiary shall (i) default in any payment (regardless of amount) of principal of, premium, if any, or interest on any Debt having an aggregate principal amount in excess of $40,000,000 (other than the Revolving Loans) beyond the grace period, if any, provided in the instrument or agreement under which such Debt was created or (ii) default in the observance or performance of any other agreement or condition relating to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a court trustee or agent on behalf of competent jurisdiction enters an order such holder or decree under holders or beneficiary or beneficiaries) to cause, with the giving of notice, if required, such Debt to become due prior to its Stated Maturity; provided, however, that any Bankruptcy Law that:
(A) is for relief against such default by the Company or any Material Subsidiary under Non-Recourse Debt will not constitute an Event of the Company’s Restricted Subsidiaries that is Default unless such default also constitutes a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian default under other recourse Debt of the Company or such Material Subsidiary in an aggregate outstanding principal amount of $40,000,000 or more; and provided further, that, for the avoidance of doubt, any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of default by the Company or any Material Subsidiary under any indebtedness which, but for all or substantially all being cash collateralized, would have constituted Debt hereunder will not constitute an Event of the property Default unless such default also constitutes a default under other recourse Debt of the Company or any such Material Subsidiary in an aggregate outstanding principal amount of $40,000,000 or more.
10.2 Upon the occurrence of an Event of Default, or event that would constitute an Event of Default, but for the requirement that notice be given or time elapse, the Agent, upon the written direction of the CompanyRequired Lenders, shall declare that the obligation of the Agent and/or the Lenders to make Revolving Loans shall cease unless such Event of Default or other event is waived in writing by the Required Lenders or cured to the Agent’s Restricted Subsidiaries or the Required Lenders’ satisfaction in the exercise of the Agent’s or the Lenders’ reasonable judgment. Upon the occurrence of an Event of Default, the Agent in its sole discretion may, or upon the written direction of the Required Lenders the Agent shall, declare that: (a) all Obligations shall become immediately due and payable; (b) the Agent may charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Agreement, provided that, with respect to this clause (b) the Agent has given the Company written notice of the Event of Default, provided further, however, that no notice is a Significant Subsidiary required if the Event of Default is the Event listed in Section 10.1(f); and (c) the Agent may immediately terminate this Agreement upon notice to the Company; or
(C) orders provided, however, that upon the liquidation occurrence of an Event of Default listed in Section 10.1(f), this Agreement shall automatically terminate and all Obligations shall become due and payable, without any action, declaration, notice or demand by the Company or Agent. The exercise of any option is not exclusive of any other option, which may be exercised at any time by the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysAgent.
Appears in 1 contract
Samples: Financing Agreement (Aquila Inc)
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”)::
(1i) default for 30 days in any the payment when due of interest or Additional Amounts on any Note when due, continued for 30 daysNote;
(2ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note when due at its Stated MaturityNote, upon optional redemption, upon including the failure to purchase Notes of pursuant to a Change of Control Offer as required repurchase, upon declaration or otherwiseby Section 4.4;
(3iii) failure by the Company Issuer or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture4.3;
(4iv) failure by the Company Issuer or any of its Restricted Subsidiaries for 60 45 days to comply with any agreements or covenants in this Indenture (other than as described under clauses (i), (ii) and (iii) above, which are covered by such clauses) after notice to the Company by the Trustee or the holders Holders of at least 25% or more in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this IndentureNotes;
(5v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced in respect of any Indebtedness for money borrowed by of the Company Issuer or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Significant Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date of this Indenture, if that default:
(A1) is caused by a failure to pay principal at the final Stated Maturity of of, or interest or premium, if any, on such Indebtedness when due, in each case after the expiration of any applicable grace period (a “Payment Default”); or
(B2) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 U.S.$10.0 million or more;
(6vi) with respect failure by the Issuer or any of its Restricted Subsidiaries to any judgment pay final judgments entered by a court or decree for the payment courts of money competent jurisdiction aggregating in excess of U.S.$10.0 million (net of any amount amounts covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decreeinsurance), which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayeddays;
(7vii) except as permitted by this Indenture, the any Note Guarantee of AdaptHealth Intermediate or is held in any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Issuer, a Subsidiary Guarantor, or any Person acting on behalf of AdaptHealth Intermediate the Issuer or any a Subsidiary Guarantor that is a Significant Subsidiary of the CompanyGuarantor, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;Note Guarantee; or
(8) viii) with respect to the Company, AdaptHealth Intermediate Issuer or any Subsidiary of its Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company pursuant to or within the meaning of Bankruptcy LawRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary:
(A) commences an involuntary case or other proceeding is commenced against the Issuer or such Significant Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency, dissolution or liquidation or other similar law now or hereafter in effect seeking the appointment of a voluntary case,receiver, liquidator, assignee, custodian, bankruptcy, trustee, sequestrator or similar official of the Issuer or such Significant Subsidiary or for all or substantially all of the property and assets of the Issuer or such Significant Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days;
(B) an order for relief is entered against the Issuer or such Significant Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect; or
(C) the Issuer or such Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief against it in an involuntary case,
case under any such law, (Cii) consents to the appointment of or taking possession by a custodian of it receiver, liquidator, assignee, custodian, trustee, sequestrator or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any similar official of the Company’s Restricted Subsidiaries that is a Issuer or such Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property and assets of the Company Issuer or such Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors. In the case of an Event of Default described in clause (viii) of this Section 5.1 has occurred and is continuing, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer and the Trustee. Subject to the following paragraphs, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. Subject to Section 8.1, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the Company’s Restricted Subsidiaries rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:
(1) such Holder has previously given the Trustee notice that an Event of Default is a Significant Subsidiary continuing;
(2) Holders of at least 25% in aggregate principal amount of the Company; orthen outstanding Notes have requested the Trustee to pursue the remedy;
(C3) orders such Holders have offered the liquidation Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;
(4) the Trustee has not complied with such request within 60 days after the receipt of the Company request and the offer of security or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companyindemnity; and
(D5) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium or the principal of, the Notes. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the order rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or decree remains unstayed and agreement in effect for 60 consecutive daysthis Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.
Appears in 1 contract
Samples: Indenture (Cementos Pacasmayo Saa)
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”)::
(1i) default in any payment of interest (including any related Additional Amounts) on any Note when due, continued due and such default continues for 30 thirty (30) days;
(2ii) default in the payment of principal of, or premium, if any, on any Note note (including, in each case, any related Additional Amounts) when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3iii) failure by the Company Issuer or any of its Restricted Subsidiaries Guarantor to comply with the provisions of its obligations under Section 5.01 or 10.04 of this Indenture4.3;
(4iv) failure by the Company Issuer or any of Guarantor for thirty (30) days to comply with its Restricted Subsidiaries obligations under Section 4.1(e) or Section 4.4;
(v) failure by the Issuer or any Guarantor for 60 sixty (60) days to comply with any other covenant or agreement contained in this Indenture or the Notes (other than as described under clauses (i), (ii), (iii) and (iv) above, which are covered by such clauses) after notice to the Company by the Trustee or the holders Holders of at least 25% or more in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this IndentureNotes;
(5vi) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant Restricted Subsidiaries), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee existed on Guarantee now exists, or is created after the Issue Date, or is or was created thereafter, if that which default:
(A1) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness (a “Payment Defaultpayment default”); or
(B2) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $25.0 U.S.$20.0 million or moremore (or its foreign currency equivalent);
(6vii) with respect failure by the Issuer or any Restricted Subsidiary to any judgment pay final judgments entered by a court or decree for the payment courts of money competent jurisdiction aggregating in excess of U.S.$20.0 million (or its foreign currency equivalent) (net of any amount covered by insurance issued by amounts that a reputable and creditworthy insurer that insurance company has agreed to pay), which judgments are not contested coverage paid, discharged or reserved rights with respect to an underlying claimstayed for a period of sixty (60) in excess days or more after such judgment becomes final;
(viii) the entering of $25.0 million a decree or its foreign currency order by a court (or equivalent against authority) having jurisdiction adjudging the Company Issuer or any of its Significant Subsidiary Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of or by the Issuer or any of its Significant Subsidiaries, and such decree or order continuing to be undischarged or unstayed for a period of sixty (60) days; the entering of a decree or order of a court (or equivalent authority) having jurisdiction for the appointment of a receiver or liquidator or for the liquidation or dissolution of the CompanyIssuer or any of its Significant Subsidiaries, the failure by the Company and such decree or such Significant Subsidiary, as applicable, order continuing to pay such judgment or decree, which judgment or decree has remained outstanding be undischarged and unstayed for a period of 60 days after days; the institution by the Issuer or any of its Significant Subsidiaries of any proceeding to be adjudicated as voluntarily bankrupt, liquidated or dissolved, or their respective consent to the filing of a bankruptcy, liquidation or dissolution proceeding against any of them, or the filing of a petition or answer or consent seeking reorganization, or the consent to the filing of any such judgment petition or decree became final and nonappealable without being paidappointment of a receiver or liquidator or trustee or assignee in bankruptcy, dischargedliquidation, waived dissolution or stayedinsolvency of the Issuer or any of its Restricted Subsidiaries or of any substantial part of their respective property;
(7ix) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Note Guarantee of any Significant Subsidiary or group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary is declared held to be unenforceable or invalid by any final and nonappealable judgment or decree in a judicial proceeding or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate effect or any Subsidiary such Guarantor that is a Significant Subsidiary or group of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, Guarantors denies or disaffirms its obligations in writing under its Guarantee Note Guarantee;
(x) the Liens created by the Security Agreements shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (unless perfection is not required by this Indenture or the Security Agreements) other than (A) in accordance with the terms of the relevant Security Agreement and this Indenture, (B) the satisfaction in full of all obligations under this Indenture or (C) any loss of perfection that results from the failure of the applicable Collateral Agent to maintain possession of certificates delivered to it representing securities pledged under the Security Agreements and (ii) such Default default continues for ten 30 days after receipt of written notice given by the notice specified Trustee or the Holders of not less than 25% in this Indenture;aggregate principal amount of the then outstanding Notes; or
(8) xi) failure by the Company, AdaptHealth Intermediate Issuer or any Subsidiary that is Guarantor to perfect the Liens created by the Security Agreements on the Collateral within 180 days after the Issue Date.
(b) In the event of a Significant Subsidiary declaration of acceleration of the Company pursuant to or within Notes because an Event of Default described in clause (viii) of Section 5.1(a) has occurred and is continuing, the meaning declaration of Bankruptcy Lawacceleration of the Notes shall be automatically annulled if:
(Ai) commences the default triggering such Event of Default pursuant to clause (vi) of Section 5.1(a) shall be remedied or cured by the Issuer or a voluntary case,
Restricted Subsidiary or waived by the holders of the relevant Indebtedness within twenty (B20) consents to days after the entry declaration of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become dueacceleration with respect thereto; and
(9ii) (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
and (B) appoints a custodian all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the Company or any acceleration of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all Notes, have been cured or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive dayswaived.
Appears in 1 contract
Samples: Indenture (Auna S.A.)
Events of Default and Remedies. (a) Each of the following is specified events shall constitute an event of default (an “"Event of Default”):":
(1) default in any payment of interest on with respect to Loan Document Obligations any Loan or Note when due, due and continued for 30 days;
(2) default in the payment when due (at maturity, upon redemption or required repurchase, upon declaration of acceleration or otherwise) of the principal of, or premium, if any, on on, any Loan or Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwiseany other amounts owing hereunder or under any other Loan Document;
(3) failure by ParentUDW, the Company Borrower, Fxxxx or any of its Restricted Subsidiaries Guarantor to comply with the provisions of Section 5.01 or 10.04 of this Indenture;7.14; or
(4) failure by the Company Parent or any of its the Restricted Subsidiaries for 60 days after notice to the Company Borrower by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Administrative Agent to comply with any covenant or agreement (other than a default referred to in clauses (1), (2) and (3) above) (provided that, in the case of the other agreements Section 7.05, such period of continuance to such default or breach shall be 120 days after written notice described in this Indentureclause (4) has been given);
(5) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Significant the Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent or any of its Significant the Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, now exists or is or was created thereafterafter the Effective Date, if that default:
(Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on, such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “"Payment Default”"); or
(Bb) results in the acceleration of such Indebtedness prior to its express maturity Stated Maturity, and, in each either case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million 25,000,000 or more; provided, however, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Loans shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;
(6) with respect failure by the Parent, any of the Restricted Subsidiaries or any other Guarantor to any judgment or decree for the payment of money (net of any amount covered by insurance issued pay final judgments entered by a reputable and creditworthy insurer that has not contested coverage court or reserved rights with respect to an underlying claim) courts of competent jurisdiction aggregating in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree25,000,000, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayedthe due date thereof;
(7) breach by the Borrowers or any Guarantor of any material representation or warranty or agreement in the Collateral Agreements, the repudiation by either of the Borrowers or any Guarantor of any of its obligations under the Collateral Agreements or the unenforceability of the Collateral Agreements against either Borrower or any Guarantor for any reason; (i) the Collateral Agreements shall for any reason cease to create a valid and perfected first-priority Lien on any portion of the Collateral having a Fair Market Value in excess of $25,000,000 (in each case, other than in accordance with the terms of this Agreement, the Intercreditor Agreement or the terms of the Collateral Agreements) or (ii) the Parent or any Restricted Subsidiary asserts in writing that any Lien created under the Collateral Agreements is invalid or unenforceable;
(8) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate Agreement or any Subsidiary Loan Guarantee, any Loan Guarantee of is held in any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person duly acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the CompanyGuarantor, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this IndentureLoan Guarantee;
(8) 9) the Company, AdaptHealth Intermediate Parent or any Restricted Subsidiary that is a Significant Subsidiary Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, takes any of the Company following actions, pursuant to or within the meaning of any Bankruptcy Law:
(Aa) commences a voluntary case,
(Bb) consents in writing to the entry of an order for relief against it in an involuntary case,
(Cc) consents in writing to the appointment of a custodian Custodian of it or for all or substantially all of its property,
(Dd) makes a general assignment for the benefit of its creditors, or
(Ee) admits in writing it generally is not paying its debts as they become due; andor
(9f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the Law, which order or decree remains unstayed and in effect for 60 consecutive days., that:
Appears in 1 contract
Events of Default and Remedies. Each (a) In addition to those specified in Section 501 of the Base Indenture, each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture5.01;
(42) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Significant Subsidiaries the Company (or the payment of which is guaranteed Guaranteed by the Company or any Restricted Subsidiary of its Significant Subsidiaries), the Company) whether such Indebtedness or guarantee existed on the Issue DateGuarantee now exists, or is created after the Issue Date (other than Indebtedness owed to the Company or was created thereaftera Restricted Subsidiary), if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or;
(B) results in the acceleration of such Indebtedness prior to its express maturity maturity; and, in each case,
(C) the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 100.0 million (to the extent not bonded or covered by independent third-party insurance as to which the insurer has not disclaimed coverage), or more;; and
(63) with respect to any judgment one or decree for the payment of money (net of any more judgments in an aggregate amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 100.0 million or its foreign currency equivalent (to the extent not covered by independent third-party insurance as to which the insurer has not disclaimed coverage) shall have been rendered against the Company or any Significant Subsidiary of the Companyits Restricted Subsidiaries and such judgments have not been vacated or remain undischarged, the failure by the Company unpaid or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment or decree became judgments become final and nonappealable without being paidnonappealable.
(b) Clause (3) of Section 501 of the Base Indenture shall not apply to the Notes.
(c) Clauses (1), discharged(2), waived or stayed;
(4), (5), (6) and (7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary Sections 501 of the Company is declared to be unenforceable or invalid Base Indenture are deleted and replaced in their entirety by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Lawfollowing:
(A1) commences a voluntary case,default for 30 consecutive days in the payment when due of interest on the Notes; or”
(B2) consents to the entry of an order for relief against it default in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any payment when due of the Company’s Restricted Subsidiaries that is principal of or premium, if any, on the Notes (including default in payment when due in connection with the purchase of Notes tendered pursuant to a Significant Subsidiary Change of Control Offer or Net Proceeds Offer on the Company date specified for such payment in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companyapplicable offer to purchase); or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.”
Appears in 1 contract
Samples: Twelfth Supplemental Indenture (TreeHouse Foods, Inc.)
Events of Default and Remedies. Each Section 9.1. Events of Default Any one or more of the following is shall constitute an event of default (an “"Event of Default”):" hereunder:
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2a) default in the payment of any amount of the principal or premium, if any, on of any Note or any amount due under an Application when due, whether at the stated maturity thereof or at any other time provided for in this Agreement, or default in the payment when due at its Stated Maturityof any interest, upon optional redemptionfee, upon required repurchase, upon declaration charge or otherwiseother amount payable by the Company hereunder or under any other Loan Document and the continuance of such default for three Business Days after notice thereof to the Company from the Administrative Agent or any Lender;
(3b) failure by default in the Company observance or performance of any covenant set forth in Sections 8.5, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17(g), 8.18, 8.19, 8.23, 8.24, 8.25, 8.26 or 8.27 hereof or of any Collateral Document dealing with the use, disposition or remittance of the proceeds of Collateral or the maintenance of insurance thereon;
(c) default in the observance or performance of any other provision hereof or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 other Loan Documents which is not remedied within 30 days after written notice thereof to the Company by any Lender or by the Trustee holder of any Note;
(d) default shall occur in the payment when due (whether by lapse of time, acceleration or otherwise) of any indebtedness (including as such all obligations included in Consolidated Total Indebtedness) aggregating in excess of $5,000,000 issued, assumed or guaranteed by the holders Parent or any Subsidiary or any other event of at least 25% default shall occur with respect to any such indebtedness beyond any period of grace provided therefor (provided that if the default in aggregate principal amount question can result in the acceleration of the Notes maturity of Subordinated Debt, then outstanding voting as a single class it shall in any event constitute an Event of Default hereunder two Business Days prior to comply with the date on which the Subordinated Debt in question will become due by acceleration);
(e) any representation or warranty made herein or in any of the other agreements Loan Documents or in this Indentureany statement or certificate furnished pursuant hereto or thereto, or in connection with any advance or issuance made hereunder or by any Person in connection with the transactions contemplated hereby, proves untrue in any material respect as of the date of the issuance or making thereof;
(5f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment judgments, writ or writs or warrant or warrants of money (net of attachment, or any similar process or processes in an aggregate amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million 5,000,000 shall be entered or its foreign currency equivalent filed against the Company Parent or any Significant Subsidiary or against any of the Companyproperty or assets of any of them and remains undischarged, the failure by the Company unvacated, unbonded or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed30 days;
(7g) except any event occurs or condition exists which is specified as permitted by this Indenture, an event of default under any of the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee other Loan Documents after the expiration of any Significant Subsidiary applicable notice or grace periods;
(h) any of the Company is declared to be unenforceable Loan Documents or invalid by any final and nonappealable judgment or decree or ceases the Marketing Agreement shall for any reason not be or shall cease to be in full force and effect, or AdaptHealth Intermediate any of the Loan Documents or the Marketing Agreement is declared to be null and void as to any party, or the Parent or any Subsidiary Guarantor that is takes any action for the purpose of repudiating or rescinding any Loan Document executed by it or the Marketing Agreement;
(i) a Significant Subsidiary Change of Control occurs;
(j) the Company or any Person acting on behalf of AdaptHealth Intermediate Parent or any Subsidiary Guarantor that is a Significant Subsidiary becomes insolvent or bankrupt or bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or laws for the relief of debtors are instituted against the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate Parent or any Subsidiary that and are not dismissed within 60 days after such institution or a decree or order of a court having jurisdiction in the premises for the appointment of a trustee or receiver or custodian for the Parent or any Subsidiary or for the major part of any of their property is a Significant Subsidiary of entered and the Company trustee or receiver or custodian appointed pursuant to such decree or order is not discharged within the meaning of Bankruptcy Law:60 days after such appointment; or
(Ak) commences a voluntary case,
(B) consents the Parent or any Subsidiary shall institute bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or laws for the relief of debtors or shall consent to the institution of such proceedings against it by others or to the entry of an any decree or order adjudging it bankrupt or insolvent or approving as filed any petition seeking reorganization under any bankruptcy or similar law or shall apply for relief against it in an involuntary case,
(C) consents or shall consent to the appointment of a receiver or trustee or custodian of for it or for all the major part of any of their property or substantially all of its property,
(D) makes a general shall make an assignment for the benefit of creditors or shall admit in writing its creditors, or
(E) generally is not paying inability to pay its debts as they become due; and
(9) a court mature or shall take any corporate action in contemplation or in furtherance of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysforegoing purposes.
Appears in 1 contract
Events of Default and Remedies. Each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default for 30 days in any the payment when due of interest on any Note when due, continued for 30 daysthe applicable series of Notes;
(2) default in the payment of principal or premium, if any, on any Note when due (at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration redemption or otherwise) of the principal of the of Notes;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under Section 5.01; or to consummate a purchase of Notes when required pursuant to Section 5.01 or 10.04 of this Indenture4.08;
(4) failure by the Company for 120 days after notice to the Company by the Trustee or any the Holders of its Restricted Subsidiaries 25% in aggregate principal amount of the applicable series of Notes then outstanding voting as a single class to comply with the provisions described under Section 4.06;
(5) failure by the Company for 60 days after notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the applicable series of Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; (including the provisions described under Section 4.08 to the extent not described in clause (3) of this Section 6.01(a);
(56) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries)Company, whether such Indebtedness indebtedness now exists or guarantee existed on is created after the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at of, premium or interest, if any, on such indebtedness after giving effect to the final Stated Maturity expiration of the grace period provided in such indebtedness on the date of such Indebtedness default (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity Stated Maturity; and, in each case, the principal amount of any such Indebtednessindebtedness, together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 60.0 million or more;
(6) ; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such indebtedness is repaid and the Notes have not been accelerated, such Event of Default shall be automatically rescinded, so long as such rescission does not conflict with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;; and
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of i) the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case,proceedings to be adjudicated bankrupt or insolvent;
(B) consents to the entry institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking an order for arrangement of debt, reorganization, dissolution, winding up or relief against it in an involuntary case,under applicable Bankruptcy Law;
(C) consents to the appointment of a custodian receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property,;
(D) makes a general assignment for the benefit of its creditors, ; or
(E) admits in writing that it generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Companydue and payable; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Events of Default and Remedies. Each of the following is constitutes an event of default (an “Event of Default”):
: (1i) default for 30 days in the payment when due of interest on the Notes (whether or not prohibited by Article 10 of the Indenture); (ii) default in any payment when due (whether payable at maturity, upon redemption or otherwise) of interest on any Note when due, continued for 30 days;
(2) default in the payment principal of principal or premium, if any, on any Note when due at its Stated Maturitythe Notes (whether or not prohibited by Article 10 of the Indenture); (iii) failure by the Company to comply with Section 3.10, upon optional redemption4.16, upon required repurchase, upon declaration 4.17 or otherwise;
5.01 of the Indenture; (3iv) failure by the Company or any Subsidiary of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 30 days after written notice to the Company by from the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to the Company to comply with any of the its other agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Restricted Subsidiaries), ) whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date of the Indenture, if that default:
which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 5.0 million or more;
; (6vi) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, any of its Restricted Subsidiaries to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenturenon- If any Event of Default occurs and is continuing, the Guarantee Trustee or the Holders of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary at least 25% in principal amount of the Company is declared then outstanding Notes may declare all the Notes and all other Obligations thereunder to be unenforceable or invalid due and payable immediately by any final and nonappealable judgment or decree or ceases for any reason notice in writing to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company and the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of insolvency with respect to the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Company pursuant to then outstanding Notes may direct the Trustee in its exercise of any trust or within the meaning power. The Trustee may withhold from Holders of Bankruptcy Law:
Notes notice of any continuing Default or Event of Default (A) commences except a voluntary case,
(B) consents Default or Event of Default relating to the entry payment of an order for relief against principal, premium, if any, or interest) if it determines that withholding notice is in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daystheir interest.
Appears in 1 contract
Samples: Indenture (Baker J Inc)
Events of Default and Remedies. Each of the following is an event of default (an “Event of Default”):
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Restricted Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and;
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days; and
(10) the failure by the Company to consummate the Special Mandatory Redemption, to the extent required, pursuant to Section 3.09 of this Indenture.
Appears in 1 contract
Events of Default and Remedies. (a) Each of the following events is an event of default (an “Event of Default”):” under this Indenture:
(1) default for 30 days in any the payment when due of interest on any Note when due, continued for 30 daysthe Notes;
(2) default in the payment when due (at fixed maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwisethe Notes;
(3) failure by the Company Issuer for 90 days after written notice given by the Trustee or any by Holders of its Restricted Subsidiaries not less than 30% in principal amount of the outstanding Notes to comply with the provisions of Section 5.01 or 10.04 of this Indenture4.03 hereof;
(4) failure by the Company Issuer or any of its Restricted Subsidiaries Guarantor for 60 days after written notice to the Company given by the Trustee or the holders by Holders of at least 25not less than 30% in aggregate principal amount of the outstanding Notes then outstanding voting as a single class to comply with any of the their other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant SubsidiariesGuarantor), whether such Indebtedness or guarantee existed on the Issue DateGuarantee now exists, or is or was created thereafterafter the date of this Indenture, if that default:
(Ai) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “Payment Default”); or
(Bii) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of the greater of (i) 1.0% of Total Assets and $25.0 million 75.0 million; provided however, that (x) this clause (5) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Issuer; provided that such Indebtedness is repaid substantially concurrently with such sale or transfer and (y) if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid within 30 days of the end of any applicable grace period for such Payment Default or the occurrence of such acceleration of such Indebtedness, as applicable, any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration of such Indebtedness shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Guarantor that is a Significant Subsidiary (or any group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary) is declared held in any final and non-appealable judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason (other than in accordance with its terms) to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person acting on behalf of AdaptHealth Intermediate any Guarantor, denies or disaffirms its obligations under its or their Subsidiary Guarantee(s);
(7) the Issuer or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Ai) commences a voluntary case,
(Bii) consents to the entry of an order for relief against it in an involuntary case,
(Ciii) consents to the appointment of a custodian of it or for all or substantially all of its property,
(Div) makes a general assignment for the benefit of its creditors, or
(Ev) generally is not paying its debts as they become due; and;
(9) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(Ai) is for relief against the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case;
(Bii) appoints a custodian of the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the CompanyGuarantors that, taken together, would constitute a Significant Subsidiary; or
(Ciii) orders the liquidation of the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the Company; andGuarantors that, taken together, would constitute a Significant Subsidiary;
(Div) and the order or decree remains unstayed and in effect for 60 consecutive days; and
(9) other than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture or the release of such Collateral in accordance with the terms of this Indenture and the Note Security Documents,
(i) in the case of any security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually or in the aggregate, such security interest under the Note Security Documents shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such default shall have been given to the Issuer by the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes that are outstanding, except to the extent that any such default (A) results from the failure of the Notes Collateral Agent to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing securities pledged under the Note Security Documents, subject to the terms of the Intercreditor Agreement or (B) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage; or
(ii) the Issuer or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Note Security Document is invalid or unenforceable.
Appears in 1 contract
Samples: Indenture (DT Midstream, Inc.)
Events of Default and Remedies. Each Section 1. In case any one or more of the following is an event of default (an “Event events, herein termed "Events of Default”):
(1) default in any payment of interest on any Note when due", continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may shall have occurred and be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that defaultcontinuing:
(Aa) is caused any payment in respect of the Indebtedness hereby secured has not been received by a failure the Mortgagee when due after giving effect to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”)any applicable grace periods; or
(Bb) results any Event of Default has occurred under the Loan Agreement;
(c) the statements in Sections 2 and 3 of Article I shall prove to be untrue in a material way; or
(d) a default shall have occurred in the acceleration due and punctual observance and performance of such Indebtedness prior to its express maturity andany of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or 19 of Article I hereof; or
(e) a default by the Shipowner in each case, the principal amount of such Indebtedness, together with the principal amount observance or performance of any other such Indebtedness agreement under which there has this Mortgage shall have occurred and shall remain unremedied for thirty (30) days after written notice thereof shall have been a Payment Default or given to the maturity of which has been so accelerated, aggregates $25.0 million or more;Shipowner by the Mortgagee; or
(6f) with respect to the Shipowner or any judgment or decree for the payment of money (net other obligor of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claimpart of the Indebtedness hereby secured: (i) in excess of $25.0 million is dissolved or its foreign currency equivalent against the Company legal status is lost or canceled by reason of any Significant Subsidiary of the Companyvalid, the failure by the Company judicial, extra-judicial, or such Significant Subsidiaryadministrative proceeding shall have occurred, as applicableor (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing its inability to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except its debts as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectthey fall due, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Aiv) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes shall make a general assignment for the benefit of its creditors, or
(E) generally ; or a receiver of the property or business of the Shipowner or any obligor on or guarantor of any part of the Indebtedness hereby secured is not paying its debts as they become due; and
(9) appointed by a court of competent jurisdiction enters an order or decree under any Bankruptcy Law thatjurisdiction; then, and in each and every such case, the Mortgagee shall have the right to:
(A1) is for relief against Declare all the Company or any then unpaid Indebtedness hereby secured to be due and payable immediately, and upon such declaration the same, including interest to date of the Company’s Restricted Subsidiaries that is a Significant Subsidiary declaration, shall become and be immediately due and payable (provided no declaration shall be required if an event of the Company in an involuntary casedefault shall have occurred under subsection (f) hereof);
(B2) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially Exercise all of the property rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the Company or any laws of the Company’s Restricted Subsidiaries that is a Significant Subsidiary United States of America or of any other jurisdiction where the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.Vessel may be found;
Appears in 1 contract
Events of Default and Remedies. Each Section 1. In case any one or more of the following is an event of default (an “Event events, herein termed "Events of Default”):
(1) default in any payment of interest on any Note when due", continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may shall have occurred and be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that defaultcontinuing:
(Aa) is caused any payment in respect of the Indebtedness hereby secured has not been received by a failure the Mortgagee when due after giving effect to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”)any applicable grace periods; or
(Bb) results any Event of Default has occurred under the Loan Agreement;
(c) the statements in Sections 2 and 3 of Article I shall prove to be untrue in a material way; or
(d) a default shall have occurred in the acceleration due and punctual observance and performance of such Indebtedness prior to its express maturity andany of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or 19 of Article I hereof; or
(e) a default by the Shipowner in each case, the principal amount of such Indebtedness, together with the principal amount observance or performance of any other such Indebtedness agreement under which there has this Mortgage shall have occurred and shall remain unremedied for thirty (30) days after written notice thereof shall have been a Payment Default or given to the maturity of which has been so accelerated, aggregates $25.0 million or more;Shipowner by the Mortgagee; or
(6f) with respect to the Shipowner or any judgment or decree for the payment of money (net other obligor of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claimpart of the Indebtedness hereby secured: (i) in excess of $25.0 million is dissolved or its foreign currency equivalent against the Company legal status is lost or canceled by reason of any Significant Subsidiary of the Companyvalid, the failure by the Company judicial, extra-judicial, or such Significant Subsidiaryadministrative proceeding shall have occurred, as applicableor (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing its inability to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except its debts as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectthey fall due, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Aiv) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes shall make a general assignment for the benefit of its creditors, or
(E) generally ; or a receiver of the property or business of the Shipowner or any obligor on or guarantor of any part of the Indebtedness hereby secured is not paying its debts as they become due; and
(9) appointed by a court of competent jurisdiction enters an order or decree under any Bankruptcy Law thatjurisdiction; then, and in each and every such case, the Mortgagee shall have the right to:
(A1) Declare all the then unpaid Indebtedness hereby secured to be due and payable immediately, and upon such declaration the same, including interest to date of declaration, shall become and be immediately due and payable (provided no declaration shall be required if an event of default shall have occurred under subsection (f) hereof);
(2) Exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the laws of the Republic of the Marsxxxx Xxxands or of any other jurisdiction where the Vessel may be found;
(3) Bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all property of the Shipowner whether covered by this Mortgage or otherwise;
(4) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel and the Mortgagee may, without being responsible for loss or damage, hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Subsection (5) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock it at any other place at the cost and expense of the Shipowner;
(5) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell the Vessel, at any place and at such time as the Mortgagee may specify and in such manner as the Mortgagee may deem advisable, free from any claim by the Shipowner in admiralty, in equity, at law or by statute, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address, fourteen (14) days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten consecutive days, in a daily newspaper of general circulation published in the City of Houston, State of Texas or if the place of sale should not be in Houston, Texas then by publication of a similar notice at or near the place of sale; in the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; the sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any judicial sale.
Section 2. Any sale of the Vessel made in pursuance of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner therein and thereto, and shall bar the Shipowner, its successors and assigns, and all persons claiming by, through or under it. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, if it is the purchaser, shall be entitled for relief the purpose of making settlement or payment for the property purchased to use and apply the Indebtedness hereby secured in order that there may be credited against the Company amount remaining due and unpaid thereon the sums payable out of the net proceeds of such sale to the Mortgagee after allowing for the costs and expense of sale and other charges; and thereupon such purchaser shall be credited, on account of such purchase price, with the net proceeds that shall have been so credited upon the Indebtedness hereby secured. At any such judicial sale, the Mortgagee may bid for and purchase such property and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor.
Section 3. The Mortgagee is hereby appointed attorney in-fact of the Shipowner, upon the happening of any Event of Default, to execute and deliver to any purchaser aforesaid, and is hereby vested with full power and authority to make, in the name and in behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel, under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of the Vessel as the Mortgagee may direct or approve.
Section 4. The Mortgagee is hereby appointed attorney in-fact of the Shipowner upon the happening of any Event of Default, in the name of the Shipowner to demand, collect, receive, compromise and sue xxx, so far as may be permitted by law, all freight, hire, earnings, issues, revenues, income and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payment of losses or as return premiums or otherwise, salvage awards and recoveries, recoveries in general average or otherwise, and all other sums due or to become due at the time of the happening of any Event of Default in respect of the Vessel, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing.
Section 5. Whenever any right to enter and take possession of the Vessel accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee the Vessel to a location designated by the Mortgagee as demanded. If the Mortgagee shall be entitled to take any legal proceedings to enforce any right under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of the Vessel and of the freights, hire, earnings, issues, revenues, income and profits due or to become due and arising from the operation thereof.
Section 6. The Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to appear in the Company’s Restricted Subsidiaries that is a Significant Subsidiary name of the Company Shipowner, its successors and assigns, in an involuntary case;
(B) appoints a custodian any court of any country or nation of the Company world where a suit is pending against the Vessel because of or on account of any alleged lien against the Vessel from which the Vessel has not been released and to take such proceedings as to them or any of them may seem proper towards the Company’s Restricted Subsidiaries that is a Significant Subsidiary defense of such suit and the Company for purchase or discharge of such lien, and all expenditures made or substantially all of the property of the Company incurred by them or any of them for the Company’s Restricted Subsidiaries purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.
Section 7. The Shipowner covenants that is a Significant Subsidiary upon the happening of any Event of Default, then, upon written demand of the Company; or
(C) orders Mortgagee, the liquidation Shipowner will pay to the Mortgagee the whole amount due and payable in respect of the Company Indebtedness hereby secured; and in case the Shipowner shall fail to pay the same forthwith upon such demand, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be sufficient to cover the reasonable compensation to the Mortgagee's agents, attorneys and counsel and any necessary advances, expenses and liabilities made or any incurred by it hereunder. All moneys collected by the Mortgagee under this Article II, Section 7 shall be applied by the Mortgagee in accordance with the provisions of Section 11 of this Article II.
Section 8. Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty or by statute, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the Company’s Restricted Subsidiaries that is exercise of any power or remedy shall not be construed to be a Significant Subsidiary waiver of the Companyright to exercise at the same time or thereafter any other power or remedy. No delay or omission by the Mortgagee in the exercise of any right or power or in the pursuance of any remedy accruing upon any default as above defined shall impair any such right, power or remedy or be construed to be a waiver of any such Event of Default or to be an acquiescence therein; andnor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Indebtedness hereby secured maturing after any Event of Default or of any payment on account of any past default be construed to be a waiver of any right to take advantage of any future Event of Default or of any past Event of Default not completely cured thereby. No consent, waiver or approval of the Mortgagee shall be deemed to be effective unless in writing and duly signed by authorized signatories of the Mortgagee.
(D) Section 9. If at any time after an Event of Default and prior to the actual sale of the Vessel by the Mortgagee or prior to any enforcement or foreclosure proceedings the Shipowner offers completely to cure all Events of Default and to pay all expenses, advances and damages to the Mortgagee consequent on such Events of Default, with interest with respect to the Shipowner's obligations as provided herein or in the Loan Agreement as set forth therein, then the Mortgagee may accept such offer and payment and restore the Shipowner to its former position, but such action, if taken, shall not affect any subsequent event of default or impair any rights consequent thereon.
Section 10. In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the order Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or decree remains unstayed intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.
Section 11. The proceeds of any sale of the Vessel and the net earnings of any charter operation or other use of the Vessel and any and all other moneys received by the Mortgagee pursuant to or under the terms of this Mortgage or in effect for 60 consecutive days.any proceedings hereunder, the application of which has not elsewhere herein been specifically provided for, shall be applied as follows:
Appears in 1 contract
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default in any payment of interest on any Note when duedue and payable, continued for 30 days;
(2) default in the payment upon redemption, acceleration or otherwise, of principal of, or premium, if any, on any Note the Notes;
(2) default for 30 days or more in the payment when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of interest on or otherwisewith respect to the Notes;
(3) failure by the Company Parent or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 60 days after receipt of written notice to the Company given by the Trustee or the holders Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other obligations, covenants or agreements (other than a default referred to in clauses (1) or (2) of this Section 6.01(a)) contained in this IndentureIndenture or the Notes;
(54) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent or any of its Significant Restricted Subsidiaries), other than Indebtedness owed to Parent or a Restricted Subsidiary, whether such Indebtedness or guarantee existed on the Issue Date, now exists or is or was created thereafterafter the issuance of the Notes, if that defaultboth:
(A) is caused by a such default either results from the failure to pay any principal at the final Stated Maturity of such Indebtedness at its stated final maturity (a “Payment Default”)after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; orand
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate to the greater of (x) $25.0 5.0 million and (y) 28% of LTM EBITDA;
(5) failure by Parent, the Issuer or moreany Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $5.0 million and (y) 28% of LTM EBITDA, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, or in the event such judgment is not covered in full by insurance (subject to customary deductibles), an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
(6) with respect to any judgment or decree for Parent, the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company Issuer or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy any Debtor Relief Law:
(Ai) commences a voluntary case,proceedings to be adjudicated bankrupt or insolvent;
(Bii) consents to the entry institution of an order for bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief against it in an involuntary case,under applicable Debtor Relief Laws;
(Ciii) consents to the appointment of a custodian receiver, liquidator, assignee, trustee or other similar official of it or for all or substantially all of its property,;
(Div) makes a general assignment for the benefit of its creditors, ; or
(Ev) fails generally is not paying to pay its debts as they become due; and.
(97) a court of competent jurisdiction enters an order or decree under any Bankruptcy Debtor Relief Law that:
(Ai) is for relief against Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of in a proceeding in which Parent, the Company in an involuntary caseIssuer or any Significant Subsidiary is to be adjudicated bankrupt or insolvent;
(Bii) appoints a custodian receiver, liquidator, assignee, trustee or other similar official of Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or for all or substantially all of the property of Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the CompanySubsidiary; or
(Ciii) orders the liquidation of Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the CompanySubsidiary; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days; or
(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Subsidiary Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to such effect, in each case other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture;
(9) any Security Document after delivery thereof shall for any reason (including as a result of the Issuer taking any action or failing to prevent any Restricted Subsidiary from taking any action, or knowingly or negligently failing to take any action) (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Indenture) cease to create a valid and perfected Lien on and security interest in, with the priority required by the Security Documents, any material portion of the Collateral, subject to Permitted Liens, (i) except to the extent that any such loss of perfection or priority results from the failure of the Second Lien Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents and (ii) except for any failure due to foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than pledges made under laws of the applicable jurisdiction of formation of such Foreign Subsidiary);
(10) the failure by the Issuer or any Guarantor to comply for 45 days after notice to the Issuer with its agreements contained in the Security Documents or the Intercreditor Agreement, except for a failure that would not be material to the holders of the Notes and would not materially affect the value of the Collateral, taken as a whole;
(11) the failure by Parent to have (i) prior to March 31, 2027, obtained $40.0 million aggregate principal amount of Junior Capital, with the proceeds thereof used to repay, redeem or repurchase any New Notes in full (or, if no New Notes are then outstanding, the proceeds thereof are used to repay, redeem or repurchase Notes) or (ii) delivered (a) audited financial statements for the fiscal year ended December 31, 2026 and (b) financial information and an Officer’s Certificate to the Trustee no later than March 31, 2027, demonstrating that Parent has generated $40.0 million or more of EBITDA for the fiscal year ended December 31, 2026 calculated on a Pro Forma Basis; or
(12) default under any Receivables Facility resulting from the failure to pay any amounts at stated final maturity (after giving effect to any applicable grace periods) or relating to any other obligation and results in the counterparty thereunder being permitted to terminate such Receivables Facility and/or cause any amounts to become due prior to its stated maturity.
(b) If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Any notice of Default, notice of acceleration or instruction to the Trustee or Second Lien Collateral Agent, as applicable, to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee and Second Lien Collateral Agent, as applicable, that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee or Second Lien Collateral Agent, as applicable.
(c) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee and Second Lien Collateral Agent, as applicable), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee and Second Lien Collateral Agent, if applicable, shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee or Second Lien Collateral Agent, as applicable, during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with Section 6.01(b) or this Section 6.01(c). In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any holder that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or a beneficial owner directing DTC it shall provide a written representation to the Issuer that it is a Regulated Bank.
(d) For the avoidance of doubt, each of the Trustee and Second Lien Collateral Agent shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. Neither the Trustee nor the Second Lien Collateral Agent shall have any liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.
Appears in 1 contract
Events of Default and Remedies. Each (a) In addition to those specified in Section 501 of the Base Indenture, each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture5.01;
(42) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Significant Subsidiaries the Company (or the payment of which is guaranteed Guaranteed by the Company or any Restricted Subsidiary of its Significant Subsidiaries), the Company) whether such Indebtedness or guarantee existed on the Issue DateGuarantee now exists, or is created after the Issue Date (other than Indebtedness owed to the Company or was created thereaftera Restricted Subsidiary), if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or;
(B) results in the acceleration of such Indebtedness prior to its express maturity maturity; and, in each case,
(C) the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million 75.0 million, or more;
(63) with respect to any judgment one or decree for the payment of money (net of any more judgments in an aggregate amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 75.0 million or its foreign currency equivalent (to the extent not covered by independent third party insurance as to which the insurer has not disclaimed coverage) shall have been rendered against the Company or any Significant Subsidiary of the Companyits Restricted Subsidiaries and such judgments have not been vacated or remain undischarged, the failure by the Company unpaid or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment or decree became judgments become final and nonappealable without being paid, discharged, waived or stayednonappealable;
(b) Clause (3) of Section 501 of the Base Indenture shall not apply to the Notes.
(c) Clauses (2), (4), (5), (6) and (7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary Sections 501 of the Company is declared to be unenforceable or invalid Base Indenture are deleted and replaced in their entirety by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Lawfollowing:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (TreeHouse Foods, Inc.)
Events of Default and Remedies. Each Section 1. In case any one or more of the following is an event of default (an “Event events herein termed "Events of Default”):
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may " shall occur and be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that defaultcontinuing:
(Aa) is caused Any payment in respect of the Indebtedness hereby secured has not been received by a failure the Mortgagee when due after giving effect to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”)any applicable grace periods; or
(Bb) results Any Event of Default has occurred under the Loan Agreement; or
(c) The statements in Sections 2 and 3 of Article I above shall prove to be untrue in a material way; or
(d) A default shall have occurred in the acceleration due and punctual observance and performance of such Indebtedness prior to its express maturity andany of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or 19 of Article I hereof; or
(e) A default by the Shipowner in each case, the principal amount of such Indebtedness, together with the principal amount observance or performance of any other such Indebtedness under which there has provision of this Mortgage unremedied for thirty (30) days after written notice thereof shall have been a Payment Default or given to the maturity of which has been so accelerated, aggregates $25.0 million or more;Shipowner by the Mortgagee; or
(6f) with respect to the Shipowner or any judgment or decree for the payment of money (net other obligor of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claimpart of the Indebtedness hereby secured: (i) in excess of $25.0 million is dissolved or its foreign currency equivalent against the Company legal status is lost or canceled by reason of any Significant Subsidiary of the Companyvalid, the failure by the Company judicial, extra-judicial, or such Significant Subsidiaryadministrative proceeding shall have occurred, as applicableor (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing its inability to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except its debts as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectthey fall due, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Aiv) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes shall make a general assignment for the benefit of its creditors, or
(E) generally ; or a receiver of the property or business of the Shipowner or any obligor on or guarantor of any part of the Indebtedness hereby secured is not paying its debts as they become due; and
(9) appointed by a court of competent jurisdiction enters an order jurisdiction; then, upon the occurrence and continuance of one or decree under any Bankruptcy Law thatmore Events of Default, (and in each and every case), the Mortgagee shall have the right to:
(A1) is for relief against Declare the Company or any then unpaid Indebtedness hereby secured to be due and payable immediately, and upon such declaration, the same, including interest to the date of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;declaration, shall become and be immediately due and payable.
(B2) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially Exercise all of the property rights and remedies in foreclosure and otherwise given to mortgagees by the laws and regulations of the Company Republic of Panama or of any country wherein the Vessel may be found or of any other applicable jurisdiction.
(3) Bring suit at law, in equity or in admiralty, in any court of any nation of the Company’s Restricted Subsidiaries that is a Significant Subsidiary world, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all of the Company; orproperties of the Shipowner, whether covered by this Mortgage or otherwise.
(C4) orders the liquidation Take and enter into possession of the Company Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or any damage, and the Shipowner or other person in possession forthwith upon demand of the Company’s Restricted Subsidiaries that is a Significant Subsidiary Mortgagee shall surrender to the Mortgagee possession of the Company; andVessel.
(D5) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, day rates, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the order Vessel or decree remains unstayed in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (6) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner.
(6) Sell the Vessel without judicial process and without being responsible for any loss or damage arising therefrom, except as may be directly and proximately caused by its willful misconduct, recklessness or gross negligence, in effect such place, time and manner as the Mortgagee may, in its sole judgment, deem fit. In the event that the Vessel shall be offered for 60 consecutive days.sale by private sale, reasonable notice must be given to the Shipowner but need not be more than twenty (20) days before the private sale, and no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by
Appears in 1 contract
Events of Default and Remedies. (a) Each of the following events is an event of default (an “Event of Default”):” with respect to the Notes of any series under this Indenture:
(1) default for 30 days in any the payment when due of interest on any Note when due, continued for 30 dayssuch series of Notes;
(2) default in the payment when due (at fixed maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note when due at its Stated Maturityon, upon optional redemption, upon required repurchase, upon declaration or otherwisesuch series of Notes;
(3) failure by the Company Issuer or any Guarantor to make a Change of its Restricted Subsidiaries Control Offer or an Asset Sale Offer within the time periods set forth, or to consummate a purchase of such series of Notes when required pursuant to Section 4.10 or 4.15 or comply with the provisions of Section 5.01 or 10.04 of this Indenturehereof;
(4) failure by the Company Issuer for 90 days after written notice given by the Trustee or by Holders of not less than 25% in principal amount of the outstanding Notes of such series to comply with the provisions of Section 4.03 hereof;
(5) failure by the Issuer or any of its Restricted Subsidiaries Guarantor for 60 days after written notice to the Company given by the Trustee or the holders by Holders of at least not less than 25% in aggregate principal amount of the outstanding Notes then outstanding voting as a single class of such series to comply with any of the its other agreements in this IndentureIndenture with respect to such series of Notes;
(56) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue DateGuarantee now exists, or is or was created thereafterafter the date of this Indenture, if that default:
(A) is caused by a failure to pay principal at of, or interest or premium, if any, on, such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or 75.0 million; provided, however, that if, prior to any Significant Subsidiary acceleration of the CompanyNotes of a series, (i) any such Payment Default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid within 30 days of the failure by end of any applicable grace period for such Payment Default or the Company or occurrence of such Significant Subsidiaryacceleration of such Indebtedness, as applicable, any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration of such Indebtedness shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;
(7) failure by the Issuer or any of the Issuer’s Restricted Subsidiaries to pay such judgment final judgments entered by a court or decreecourts of competent jurisdiction aggregating in excess of $75.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayeddays;
(7) 8) except as permitted by this Indenture, the any Note Guarantee of AdaptHealth Intermediate or is held in any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person acting on behalf of AdaptHealth Intermediate any Guarantor, denies or disaffirms its Obligations under its Note Guarantee;
(9) the Issuer or any Subsidiary Guarantor of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the CompanyIssuer that, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Companytaken together, AdaptHealth Intermediate or any Subsidiary that is would constitute a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and;
(910) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Issuer that, taken together, would constitute a Significant Subsidiary in an involuntary case;
(B) appoints a custodian of the Company Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the CompanyIssuer that, taken together, would constitute a Significant Subsidiary; or
(C) orders the liquidation of the Company Issuer or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company; andIssuer that, taken together, would constitute a Significant Subsidiary;
(D) and the order or decree remains unstayed and in effect for 60 consecutive days; and
(11) the failure by the Issuer to consummate the Special Mandatory Redemption if required pursuant to Section 4.17(b).
Appears in 1 contract
Samples: Indenture (Dte Energy Co)
Events of Default and Remedies. (a) Each of the following events is an event of default (an “Event of Default”):” under this Indenture:
(1) default for 30 days in any the payment when due of interest on any Note when due, continued for 30 daysthe Notes;
(2) default in the payment when due (at fixed maturity, upon redemption or otherwise) of the principal of, or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwisethe Notes;
(3) failure by the Company Issuer for 90 days after written notice given by the Trustee or any by Holders of its Restricted Subsidiaries not less than 30% in principal amount of the outstanding Notes to comply with the provisions of Section 5.01 or 10.04 of this Indenture4.03 hereof;
(4) failure by the Company Issuer or any of its Restricted Subsidiaries Guarantor for 60 days after written notice to the Company given by the Trustee or the holders by Holders of at least 25not less than 30% in aggregate principal amount of the outstanding Notes then outstanding voting as a single class to comply with any of the their other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant SubsidiariesGuarantor), whether such Indebtedness or guarantee existed on the Issue DateGuarantee now exists, or is or was created thereafterafter the date of this Indenture, if that default:
(Ai) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “Payment Default”); or
(Bii) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of the greater of (i) 1.0% of Total Assets and $25.0 million 85.0 million; provided however, that (x) this clause (5) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Issuer; provided that such Indebtedness is repaid substantially concurrently with such sale or transfer and (y) if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid within 30 days of the end of any applicable grace period for such Payment Default or the occurrence of such acceleration of such Indebtedness, as applicable, any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration of such Indebtedness shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;
(6) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Guarantor that is a Significant Subsidiary (or any group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary) is declared held in any final and non-appealable judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason (other than in accordance with its terms) to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person acting on behalf of AdaptHealth Intermediate any Guarantor, denies or disaffirms its obligations under its or their Subsidiary Guarantee(s);
(7) the Issuer or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Ai) commences a voluntary case,
(Bii) consents to the entry of an order for relief against it in an involuntary case,
(Ciii) consents to the appointment of a custodian of it or for all or substantially all of its property,
(Div) makes a general assignment for the benefit of its creditors, or
(Ev) generally is not paying its debts as they become due; and;
(9) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(Ai) is for relief against the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case;
(Bii) appoints a custodian of the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the Company Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the CompanyGuarantors that, taken together, would constitute a Significant Subsidiary; or
(Ciii) orders the liquidation of the Company Issuer or any of the Company’s Restricted Subsidiaries Guarantor that is a Significant Subsidiary or any group of the Company; andGuarantors that, taken together, would constitute a Significant Subsidiary;
(Div) and the order or decree remains unstayed and in effect for 60 consecutive days;
(9) other than by reason of the satisfaction in full of all obligations under this Indenture and discharge of this Indenture or the release of such Collateral in accordance with the terms of this Indenture and the Note Security Documents,
(i) in the case of any security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually or in the aggregate, such security interest under the Note Security Documents shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such default shall have been given to the Issuer by the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes that are outstanding, except to the extent that any such default
(A) results from the failure of the Notes Collateral Agent to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing securities pledged under the Note Security Documents, subject to the terms of the Intercreditor Agreement or (B) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage; or
(ii) the Issuer or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Note Security Document is invalid or unenforceable; and
(10) the failure by the Issuer to consummate the Special Mandatory Redemption to the extent required by Section 3.08 of this Indenture.
Appears in 1 contract
Samples: Indenture (DT Midstream, Inc.)
Events of Default and Remedies. Each Section 1. In case any one or more of the following is an event of default (an “Event events, herein termed "Events of Default”):
(1) default in any payment of interest on any Note when due", continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may shall have occurred and be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that defaultcontinuing:
(Aa) is caused any payment in respect of the Indebtedness hereby secured has not been received by a failure the Mortgagee when due after giving effect to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”)any applicable grace periods; or
(Bb) results any Event of Default has occurred under the Loan Agreement;
(c) the statements in Sections 2 and 3 of Article I shall prove to be untrue in a material way; or
(d) a default shall have occurred in the acceleration due and punctual observance and performance of such Indebtedness prior to its express maturity andany of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or 19 of Article I hereof; or
(e) a default by the Shipowner in each case, the principal amount of such Indebtedness, together with the principal amount observance or performance of any other such Indebtedness agreement under which there has this Mortgage shall have occurred and shall remain unremedied for thirty (30) days after written notice thereof shall have been a Payment Default or given to the maturity of which has been so accelerated, aggregates $25.0 million or more;Shipowner by the Mortgagee; or
(6f) with respect to the Shipowner or any judgment or decree for the payment of money (net other obligor of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claimpart of the Indebtedness hereby secured: (i) in excess of $25.0 million is dissolved or its foreign currency equivalent against the Company legal status is lost or canceled by reason of any Significant Subsidiary of the Companyvalid, the failure by the Company judicial, extra-judicial, or such Significant Subsidiaryadministrative proceeding shall have occurred, as applicableor (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing its inability to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except its debts as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectthey fall due, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Aiv) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes shall make a general assignment for the benefit of its creditors, or
(E) generally ; or a receiver of the property or business of the Shipowner or any obligor on or guarantor of any part of the Indebtedness hereby secured is not paying its debts as they become due; and
(9) appointed by a court of competent jurisdiction enters an order or decree under any Bankruptcy Law thatjurisdiction; then, and in each and every such case, the Mortgagee shall have the right to:
(A1) is for relief against Declare all the Company or any then unpaid Indebtedness hereby secured to be due and payable immediately, and upon such declaration the same, including interest to date of the Company’s Restricted Subsidiaries that is a Significant Subsidiary declaration, shall become and be immediately due and payable (provided no declaration shall be required if an event of the Company in an involuntary casedefault shall have occurred under subsection (f) hereof);
(B2) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially Exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the laws of the Republic of the Marsxxxx Xxxands or of any other jurisdiction where the Vessel may be found;
(3) Bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all property of the Company Shipowner whether covered by this Mortgage or any otherwise;
(4) Take and enter into possession of the Company’s Restricted Subsidiaries that is a Significant Subsidiary Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the CompanyMortgagee shall surrender to the Mortgagee possession of the Vessel and the Mortgagee may, without being responsible for loss or damage, hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Subsection (5) next following, all costs, expenses, charges, damages or losses by reason of such use; orand if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock it at any other place at the cost and expense of the Shipowner;
(C5) orders the liquidation Take and enter into possession of the Company Vessel, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell the Vessel, at any of place and at such time as the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed Mortgagee may specify and in effect such manner as the Mortgagee may deem advisable, free from any claim by the Shipowner in admiralty, in equity, at law or by statute, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address, fourteen (14) days prior to the date fixed for 60 entering into the contract of sale and by first publishing notice of any such public sale for ten consecutive days., in a daily newspaper of general circulation published in the City of Houston, State of Texas or if the place of sale should not be in Houston, Texas then by publication of a similar notice at or near the place of sale; in the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; the sale may be held at such place and
Appears in 1 contract
Events of Default and Remedies. Each Events of the following is an event of default Default include: (an “Event of Default”):
(1i) default for 30 days in any the payment when due of interest on any Note when dueon, continued for 30 days;
or Special Interest, if any, with respect to the Notes; (2ii) default in the payment when due of the principal of, or premium, if any, on any Note on, the Notes when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
; (3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 30 days after notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any Section 4.6 or 4.7 of the other agreements in this Thirty-Fifth Supplemental Indenture;
; (5iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed failure by the Company or any of its Significant Subsidiaries (Guarantor for 90 days after notice to the Company by the Trustee or the payment Holders of which is guaranteed by at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding to comply with the covenants or warranties in the Indenture; (v) default under certain other agreements relating to Debt of the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(B) Guarantor which default results in the acceleration of such Indebtedness Debt prior to its express maturity andmaturity; (vi) certain events of bankruptcy or insolvency with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, in each casetaken together, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been would constitute a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
Significant Subsidiary; (6vii) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by Collateral having a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) fair market value in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company100.0 million, the failure by security interest created under the Company Pledge Agreement, any other Stock Lien Security Document or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or Indenture is held in any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or the security interest in the Pledge Agreement ceases for any reason to be in full force and effect, effect for any reason other than in accordance with the terms of the Indenture and the Pledge Agreement and any other Stock Lien Security Document or AdaptHealth Intermediate the Company or any Subsidiary asserts, in any pleading in a judicial proceeding, that any security interest created under the Pledge Agreement, any other Stock Lien Security Document or the Indenture is invalid or unenforceable; and (viii) except as permitted by the Indenture or the Note Guarantees, any Note Guarantee of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary ceases for any reason to be in full force and effect and enforceable or the Company or any Person acting Guarantor denies or disaffirms the Guarantor’s obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Event of Default (except an Event of Default relating to the payment of principal or interest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary the Holders of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property Notes, rescind an acceleration or waive any existing Event of Default and its consequences under the Indenture except a continuing Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company or is required, upon becoming aware of any Event of Default, to deliver to the Company’s Restricted Subsidiaries that is Trustee a Significant Subsidiary statement specifying such Event of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysDefault.
Appears in 1 contract
Events of Default and Remedies. Each Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes (whether or not prohibited by Article 10 of the following is an event of default Indenture); (an “Event of Default”):
(1ii) default in any payment of interest on any Note when duedue (whether payable at maturity, continued for 30 days;
(2upon redemption or repurchase or otherwise) default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration the Notes (whether or otherwise;
not prohibited by Article 10 of the Indenture); (3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 Article 5 of the Indenture; (iv) failure by the Company to comply with Sections 3.10, 4.16 or 10.04 4.17 of this the Indenture (whether or not prohibited by Article 10 of the Indenture;
), other than a failure to purchase Notes pursuant to an offer commenced under such provisions, which shall be subject to clause (4ii) above, for 30 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to comply with any of the its other agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i) through (iv) above; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the Closing Date, if that default:
which default (Aa) is caused by a failure to pay principal at the after final Stated Maturity maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10 million or more;
more without such Indebtedness being discharged or such acceleration having been cured, waived or rescinded within 30 days of acceleration; (6vii) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such any of its Significant Subsidiary, as applicable, Subsidiaries to pay final judgments aggregating in excess of $10 million and either (a) any creditor commences enforcement proceedings upon any such judgment or decree(b) such judgments are not paid, which judgment discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
days; (7viii) except as permitted by this the Indenture, the any Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any the Notes by a Significant Subsidiary of the Company is declared shall be held in any judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases shall cease for any other reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that which is a Significant Subsidiary of the Company Subsidiary, or any Person acting on behalf of AdaptHealth Intermediate any such Guarantor, shall deny or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms disaffirm its obligations in writing under its Guarantee Subsidiary Guarantee; and such Default continues for ten days after receipt (ix) certain events of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate bankruptcy or any Subsidiary that is a Significant Subsidiary of the Company pursuant insolvency with respect to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable by notice in writing to the Company and the Trustee. Notwithstanding the foregoing, in the case of an involuntary case;
(B) appoints Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a custodian majority in principal amount of the Company then outstanding Notes may direct the Trustee in its exercise of any trust or any power. The Trustee may withhold from Holders of the Company’s Restricted Subsidiaries Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a Significant Subsidiary majority in aggregate principal amount of the Company for all or substantially Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the property Notes waive any existing Default or Event of Default and its consequences under the Company Indenture except a continuing Default or any Event of Default in the Company’s Restricted Subsidiaries that is a Significant Subsidiary payment of principal of, premium and Liquidated Damages, if any, or interest on the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysNotes.
Appears in 1 contract
Samples: Indenture (Vail Resorts Inc)
Events of Default and Remedies. Each An Event of Default generally is: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, any of the following is an event Notes, whether or not prohibited by the subordination provisions of default the Indenture; (an “Event of Default”):
(1ii) default in any payment when due (whether at maturity, upon redemption or repurchase, or otherwise) of interest on any Note when due, continued for 30 days;
(2) default in the payment principal of principal or premium, if any, on any Note when due at of the Notes, whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company to comply with certain of its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
agreements in the Indenture and the Notes; (3iv) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 60 30 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other its covenants or agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i), (ii) and (iii) above; (v) default under any mortgage, indenture or instrument under 9 which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Restricted Subsidiaries), ) whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date of the Indenture, if that default:
which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness (a “"Payment Default”); or
") or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each casecase described in clauses (a) and (b) of this subsection (v), the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10.0 million or more;
; (6vi) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, any of its Restricted Subsidiaries to pay such judgment or decreefinal judgments aggregating in excess of $10.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment their entry; and (vii) certain events of bankruptcy or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared insolvency with respect to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted its Significant Subsidiaries that is a Restricted Subsidiary. Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all of the principal amount of the Notes, accrued and unpaid interest thereon and all other Obligations thereunder, to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Company for all or substantially all of must furnish an annual compliance certificate to the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysTrustee.
Appears in 1 contract
Samples: Senior Subordinated Note (Synthetic Industries Inc)
Events of Default and Remedies. Each of the following is an event of default (an An “Event of Default”):” occurs if:
(1a) default the Company defaults in any the payment when due of interest on any Note when dueon, continued or Liquidated Damages with respect to, the Notes and such default continues for 30 days;
(2b) default the Company defaults in the payment when due of principal of or premium, if any, on any Note the Notes when the same becomes due and payable at its Stated Maturitymaturity, upon optional redemption, upon required repurchase, upon declaration redemption (including in connection with an offer to purchase) or otherwise;
(3c) failure the Company defaults in the performance, or breaches the provisions of Section 5.01 hereof, the Company fails to make or consummate a Change of Control Offer when required by the provisions of Section 4.14 or the Company fails to make or consummate an Asset Sale Offer when required by the provisions of Section 4.10 hereof;
(d) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Section 5.01 observe or 10.04 of perform any other covenant or other agreement in this Indenture;
(4) failure by , the Company Notes or any of its Restricted Subsidiaries the Indenture Guarantees for 60 days after notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of the other agreements in this Indentureclass;
(5e) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the date hereof, if that default:
which default (A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or
(Bi) results in the acceleration of such Indebtedness prior to its express maturity or (ii) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6f) with respect to any a final nonappealable judgment or decree final nonappealable judgments for the payment of money (net of any amount covered by insurance issued are entered by a reputable and creditworthy insurer that has not contested coverage court or reserved rights with respect to an underlying claim) in excess courts of $25.0 million or its foreign currency equivalent competent jurisdiction against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay its Restricted Subsidiaries and such judgment or decree, which judgment or decree has remained outstanding judgments remain undischarged for a period (during which execution will not be effectively stayed) of 60 days after days, provided that the aggregate of all such judgment or decree became final undischarged judgments exceeds $25.0 million (net of any amounts with respect to which a reputable and nonappealable without being paid, discharged, waived or stayedcreditworthy insurance company has acknowledged liability in writing);
(7g) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate its Significant Subsidiaries or any Subsidiary Guarantor that is group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Ai) commences a voluntary case,
(Bii) consents to the entry of an order for relief against it in an involuntary case,
(Ciii) consents to the appointment of a custodian of it or for all or substantially all of its property,
(Div) makes a general assignment for the benefit of its creditors, or
(Ev) generally is can not paying pay its debts as they become due; and;
(9h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(Ai) is for relief against the Company or any of the Company’s Restricted its Significant Subsidiaries that is or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company in an involuntary case;
(Bii) appoints a custodian of the Company or any of the Company’s Restricted its Significant Subsidiaries that is or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company or for all or substantially all of the property of the Company or any of the Company’s Restricted its Significant Subsidiaries that is or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the CompanySubsidiary; or
(Ciii) orders the liquidation of the Company or any of the Company’s Restricted its Significant Subsidiaries that is or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days; or
(i) any Indenture Guarantee is held in a judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect (except pursuant to its terms or pursuant to the terms of the Indenture) or any Subsidiary Guarantor will deny or disaffirm its Obligations under its Indenture Guarantee.
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Events of Default and Remedies. Each Events of Default include: (i) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the Notes (whether or not prohibited by Article 10 of the following is an event of default Indenture); (an “Event of Default”):
(1ii) default in any payment of interest on any Note when duedue (whether payable at maturity, continued for 30 days;
(2upon redemption or repurchase or otherwise) default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration the Notes (whether or otherwise;
not prohibited by Article 10 of the Indenture); (3iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 Article 5 of the Indenture; (iv) failure by the Company to comply with Sections 3.10, 4.16 or 10.04 4.17 of this the Indenture (whether or not prohibited by Article 10 of the Indenture;
), other than a failure to purchase Notes pursuant to an offer commenced under such provisions, which shall be subject to clause (4ii) above, for 30 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the holders Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to comply with any of the its other agreements in this Indenture;
the Indenture or the Notes other than those referred to in clauses (5i) through (iv) above; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Datenow exists, or is or was created thereafterafter the Closing Date, if that default:
which default (Aa) is caused by a failure to pay principal at the after final Stated Maturity maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 35 million or more;
more without such Indebtedness being discharged or such acceleration having been cured, waived or rescinded within 30 days of acceleration; (6vii) with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such any of its Significant Subsidiary, as applicable, Subsidiaries to pay final judgments aggregating in excess of $35 million and either (a) any creditor commences enforcement proceedings upon any such judgment or decree(b) such judgments are not paid, which judgment discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
days; (7viii) except as permitted by this the Indenture, the any Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any the Notes by a Significant Subsidiary of the Company is declared shall be held in any judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases shall cease for any other reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that which is a Significant Subsidiary of the Company Subsidiary, or any Person acting on behalf of AdaptHealth Intermediate any such Guarantor, shall deny or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms disaffirm its obligations in writing under its Guarantee Subsidiary Guarantee; and such Default continues for ten days after receipt (ix) certain events of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate bankruptcy or any Subsidiary that is a Significant Subsidiary of the Company pursuant insolvency with respect to or within the meaning of Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; and
(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s its Restricted Subsidiaries that is a Significant Subsidiary Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable by notice in writing to the Company and the Trustee. Notwithstanding the foregoing, in the case of an involuntary case;
(B) appoints Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a custodian majority in principal amount of the Company then outstanding Notes may direct the Trustee in its exercise of any trust or any power. The Trustee may withhold from Holders of the Company’s Restricted Subsidiaries Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Additional Interest, if any) if it determines that withholding notice is in their interest. The Holders of a Significant Subsidiary majority in aggregate principal amount of the Company for all or substantially Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the property Notes waive any existing Default or Event of Default and its consequences under the Company Indenture except a continuing Default or any Event of Default in the Company’s Restricted Subsidiaries that is a Significant Subsidiary payment of principal of, premium and Additional Interest, if any, or interest on the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive daysNotes.
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Samples: Indenture (Vail Resorts Inc)
Events of Default and Remedies. Each Section 1. In case any one or more of the following is an event of default (an “Event events herein termed "Events of Default”):
(1) default in any payment of interest on any Note when due, continued for 30 days;
(2) default in the payment of principal or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5) default under any mortgage, indenture or instrument under which there may " shall occur and be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, or is or was created thereafter, if that defaultcontinuing:
(Aa) is caused Any payment in respect of the Indebtedness hereby secured has not been received by a failure the Mortgagee when due after giving effect to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”)any applicable grace periods; or
(Bb) results Any Event of Default has occurred under the Loan Agreement; or
(c) The statements in Sections 2 and 3 of Article I above shall prove to be untrue in a material way; or
(d) A default shall have occurred in the acceleration due and punctual observance and performance of such Indebtedness prior to its express maturity andany of the provisions of Sections 4, 5, 6, 9, 10, 11, 13, 14, 15, 16, 18 or 19 of Article I hereof; or
(e) A default by the Shipowner in each case, the principal amount of such Indebtedness, together with the principal amount observance or performance of any other such Indebtedness under which there has provision of this Mortgage unremedied for thirty (30) days after written notice thereof shall have been a Payment Default or given to the maturity of which has been so accelerated, aggregates $25.0 million or more;Shipowner by the Mortgagee; or
(6f) with respect to the Shipowner or any judgment or decree for the payment of money (net other obligor of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claimpart of the Indebtedness hereby secured: (i) in excess of $25.0 million is dissolved or its foreign currency equivalent against the Company legal status is lost or canceled by reason of any Significant Subsidiary of the Companyvalid, the failure by the Company judicial, extra-judicial, or such Significant Subsidiaryadministrative proceeding shall have occurred, as applicableor (ii) dies or is adjudicated a bankrupt, or (iii) shall admit in writing its inability to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;
(7) except its debts as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectthey fall due, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy Law:
(Aiv) commences a voluntary case,
(B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a custodian of it or for all or substantially all of its property,
(D) makes shall make a general assignment for the benefit of its creditors, or
(E) generally ; or a receiver of the property or business of the Shipowner or any obligor on or guarantor of any part of the Indebtedness hereby secured is not paying its debts as they become due; and
(9) appointed by a court of competent jurisdiction enters an order jurisdiction; then, upon the occurrence and continuance of one or decree under any Bankruptcy Law thatmore Events of Default, (and in each and every case), the Mortgagee shall have the right to:
(A1) Declare the then unpaid Indebtedness hereby secured to be due and payable immediately, and upon such declaration, the same, including interest to the date of declaration, shall become and be immediately due and payable.
(2) Exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the laws and regulations of the Republic of Panama or of any country wherein the Vessel may be found or of any other applicable jurisdiction.
(3) Bring suit at law, in equity or in admiralty, in any court of any nation of the world, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all of the properties of the Shipowner, whether covered by this Mortgage or otherwise.
(4) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage, and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel.
(5) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, day rates, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (6) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner.
(6) Sell the Vessel without judicial process and without being responsible for any loss or damage arising therefrom, except as may be directly and proximately caused by its willful misconduct, recklessness or gross negligence, in such place, time and manner as the Mortgagee may, in its sole judgment, deem fit. In the event that the Vessel shall be offered for sale by private sale, reasonable notice must be given to the Shipowner but need not be more than twenty (20) days before the private sale, and no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned. At the sale, the Mortgagee may acquire the Vessel in satisfaction of all or a portion of the outstanding Indebtedness. It is expressly agreed that upon payment of the purchase price, the purchaser shall acquire good and peaceful title to the Vessel sold at any such non-judicial sale, and shall not be affected by any claim or potential claim of the Shipowner, whether or not such claim or potential claim comes to the knowledge of the purchaser. Any sale may be conducted without bringing the Vessel to the place designated for relief against such sale and in such manner as the Company Mortgagee may deem to be for its best advantage.
Section 2. Any sale of the Vessel made in pursuance of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner therein and thereto, and shall bar the Shipowner, its successors and assigns, and all persons claiming by, through or under them, from asserting any claim or right, title or interest therein or thereto. No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof.
Section 3. The Mortgagee is hereby appointed attorney-in-fact of the Shipowner to execute and deliver to any purchaser aforesaid, and is hereby vested with full power and authority to make, in the name and in behalf of the Shipowner, a good conveyance of the title to the Vessel so sold. In the event of any sale of the Vessel, under any power herein contained, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of the Vessel as the Mortgagee may direct or approve.
Section 4. The Mortgagee is hereby appointed attorney-in-fact of the Shipowner upon the happening of any Event of Default, in the name of the Shipowner to demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of the Vessel and all amounts due from underwriters under any insurance thereon as payment of losses or as return premiums or otherwise, salvage awards and recoveries, recoveries in general average or otherwise, and all other sums due or to become due at the time of the happening of any Event of Default in respect of the Vessel or in respect of any insurance thereon from any person whomsoever, and to make, give and execute in the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing.
Section 5. Whenever any right to enter and take possession of the Vessel accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee the Vessel at the location designated by the Mortgagee.
Section 6. The Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to appear in the Company’s Restricted Subsidiaries that is a Significant Subsidiary name of the Company Shipowner, its successors and assigns, in an involuntary case;
(B) appoints a custodian any court of any country or nation of the Company world where a suit is pending against the Vessel because of or on account of any alleged lien against the Vessel from which the Vessel has not been released and to take such proceedings as to them or any of them may seem proper towards the Company’s Restricted Subsidiaries that is a Significant Subsidiary defense of such suit and the Company for purchase or discharge of such lien, and all expenditures made or substantially all of the property of the Company incurred by them or any of them for the Company’s Restricted Subsidiaries purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee and shall be secured by the lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.
Section 7. The Shipowner covenants that is a Significant Subsidiary upon the happening of and continuance of any one or more of the Company; or
(C) orders the liquidation Events of Default, upon written demand of the Company Mortgagee, the Shipowner will pay to the Mortgagee the whole amount due and payable on the Indebtedness hereby secured together with any other amounts due hereunder or under the Loan Agreement; and in case the Shipowner shall fail to pay same forthwith upon such demand, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be sufficient to cover the reasonable compensation to the Mortgagee's agents, attorneys and counsel and any necessary advances, expenses and liabilities made or incurred by it hereunder. All moneys collected by the Mortgagee under this Article II, Section 7 shall be applied by the Mortgagee in accordance with the provisions of Article II, Section 11 below.
Section 8. Each and every right, power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other right, power and remedy herein given or now or hereafter existing at law, in equity, in admiralty or by statute, and each and every right, power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Mortgagee, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Mortgagee or by the holder of any of the Company’s Restricted Subsidiaries that is Indebtedness hereby secured in the exercise of any right or power or in the pursuance of any remedy accruing upon any Event of Default shall impair any such right, power or remedy or be construed to be a Significant Subsidiary waiver of any such Event of Default or to be an acquiescence therein; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Company; andIndebtedness hereby secured maturing after any Event of Default or of any payment on account of any past default be construed to be a waiver of any right to take advantage of any future Event of Default or of any past Event of Default not completely cured thereby.
(D) Section 9. If at any time after an Event of Default and prior to any foreclosure action having been taken by the Mortgagee under any of the Loan Documents to realize upon the security provided by such documents, the Shipowner offers completely to cure all Events of Default and to pay all expenses, advances and damages to the Mortgagee consequent to such Events of Default, with interest at the rate provided for late payments herein, then the Mortgagee shall be required to first time, and thereafter may, but shall not be required to, accept such offer and payment and restore the Shipowner to its former position, but such action shall not affect any subsequent Event of Default or impair any rights consequent thereon.
Section 10. In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the order Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or decree remains unstayed intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.
Section 11. The proceeds of any sale of the Vessel received by the Mortgagee and the net earnings of any charter operation or other use of the Vessel received by the Mortgagee under any of the rights, powers or remedies herein specified and any and all other moneys received by the Mortgagee pursuant to or under the terms of this Mortgage or in effect for 60 consecutive days.any proceedings hereunder, the application of which has not elsewhere herein been specifically provided for, shall be applied as follows:
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Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”)::
(1i) default for 30 days in the payment when due of interest on or with respect to the Notes of any series;
(ii) default in any payment when due (whether at maturity, upon acceleration, redemption or otherwise) of interest on any Note when duethe principal of, continued for 30 days;
(2) default in the payment of principal or premium, if any, on the Notes of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwiseseries;
(3iii) failure by the Company Issuer or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenturedescribed under Sections 4.10, 4.14 and 5.01;
(4iv) failure by the Company Issuer or any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the holders of at least Holders representing 25% in or more of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;
(5v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuer or any of its Significant Restricted Subsidiaries), ) whether such Indebtedness or guarantee existed on Guarantee now exists, or is created after the Issue Date, or is or was created thereafter, if that default:
(A) is caused by a failure to pay principal make any payment when due at the final Stated Maturity maturity of such Indebtedness (a “Payment Default”); or
(B) results in the acceleration of such Indebtedness prior to its express maturity maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 50.0 million or more;
(6vi) with respect failure by the Issuer or any of its Restricted Subsidiaries to any judgment pay final judgments (to the extent such judgments are not paid or decree for the payment of money (net of any amount covered by insurance issued provided by a reputable and creditworthy insurer carrier that has not contested the ability to perform and has acknowledged coverage or reserved rights with respect to an underlying claimin writing) aggregating in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree50.0 million, which judgment judgments are not paid, discharged or decree has remained outstanding stayed for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayeddays;
(7vii) except as permitted by this Indenture, the any Note Guarantee of AdaptHealth Intermediate or will be held in any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases will cease for any reason to be in full force and effect, or AdaptHealth Intermediate effect or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person acting on behalf of AdaptHealth Intermediate any Guarantor, will deny or disaffirm its obligations under its Note Guarantee;
(viii) any security interest and Lien purported to be created by any Security Document with respect to any Collateral, individually or in the aggregate, having a Fair Market Value in excess of $50.0 million (A) ceases to be in full force and effect, (B) ceases to give the Collateral Trustee, for the benefit of the Term and Notes Secured Parties, the Liens, rights, powers and privileges purported to be created and granted thereby (including a perfected first-priority security interest in and Lien on, all of the Term and Notes Collateral thereunder) in favor of the Collateral Trustee, or (C) is asserted by the Issuer or any Subsidiary other Guarantor not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Indenture or the Collateral Trust and Intercreditor Agreement) security interest in or Lien on the Collateral covered thereby;
(ix) the Issuer, any Guarantor or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(A1) commences a voluntary case,proceedings to be adjudicated bankrupt or insolvent;
(B2) consents to the entry institution of an order for bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief against it in an involuntary case,under applicable Bankruptcy law;
(C3) consents to the appointment of a custodian receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property,;
(D4) makes a general assignment for the benefit of its creditors, ; or
(E5) generally is not paying its debts as they become due; and;
(9x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A1) is for relief against the Company Issuer, any Guarantor or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Company in an involuntary caseIssuer, Guarantor or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
(B2) appoints a custodian receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company Issuer, any Guarantor or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company Issuer, Guarantor or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or
(3) orders the liquidation of the Issuer, any Guarantor or any of the CompanyIssuer’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any group of the Company’s Restricted Subsidiaries that is that, taken together, would constitute a Significant Subsidiary of the CompanySubsidiary; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days;
(b) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (v) under Section 6.01(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to such clause (v) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.
Appears in 1 contract
Samples: Indenture (Western Refining, Inc.)
Events of Default and Remedies. (a) Each of the following is specified events shall constitute an event of default (an “"Event of Default”):":
(1i) default in any payment of interest on or fees with respect to the Obligations any Loan or Note when due, due and continued for 30 days;
(2ii) default in the payment when due (at maturity, upon redemption or required repurchase, upon declaration of acceleration or otherwise) of the principal of, or premium, if any, on on, any Loan or Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;any other amounts owing hereunder or under any other Loan Document; or
(3iii) failure by Parent or any of the Restricted Subsidiaries to perform or comply with any term or condition contained in Section 7.02, 7.05, 7.06, 7.08 or 7.12 through 7.21; or
(iv) failure by the Company Parent or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries for 60 30 days after receipt of notice to the Company by the Trustee Borrowers from the Administrative Agent or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Required Lenders to comply with any of the covenant or agreement contained in any Loan Document (other agreements than a default referred to in this Indenture;clauses (1), (2) and (3) above); or
(5v) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Significant the Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent or any of its Significant the Restricted Subsidiaries), whether such Indebtedness or guarantee existed on the Issue Date, now exists or is or was created thereafterafter the Restructuring Effective Date, if that default:
(A1) is caused by a failure to pay principal at of, or interest or premium, if any, on, such Indebtedness prior to the final Stated Maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness default (a “"Payment Default”"); or
(B2) results in the acceleration of such Indebtedness prior to its express maturity Stated Maturity, and, in each either case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million 25,000,000 or more; provided, however, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Loans shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;
(6vi) with respect to any judgment money judgment, writ or decree for the payment warrant of money attachment or similar process involving (net of i) in any individual case an amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $25.0 million 10,000,000 or its foreign currency equivalent (ii) in the aggregate at any time an amount in excess of $15,000,000 shall be entered or filed against the Company Parent or any Significant Restricted Subsidiary or any of the Companytheir respective assets and shall remain undischarged, the failure by the Company unvacated, unbonded or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding unstayed for a period of 60 days after such judgment (or decree became final and nonappealable without being paid, discharged, waived or stayed;in any event no later than five days prior to the date of any proposed sale thereunder); or
(7vii) breach by any Loan Party of any material representation or warranty or agreement in the Loan Documents, the repudiation by any Loan Party of any of its obligations under the Loan Documents or the unenforceability of the Loan Documents against any Loan Party for any reason; or
(viii) at any time after the Restructuring Effective Date, (i) any Loan Document shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected first–priority Lien in any Collateral having a Fair Market Value in excess of $25,000,000 (in each case, other than in accordance with the terms of this Agreement or the terms of the Collateral Agreements) or (ii) the Parent or any of its Subsidiaries contests the validity or enforceability of any portion of the Loan Documents, including any Lien purported to be created thereunder; or
(ix) except as permitted by this Indenture, the Guarantee of AdaptHealth Intermediate Agreement or any Subsidiary Guarantee, any Guarantee of is held in any Significant Subsidiary of the Company is declared judicial proceeding to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company Guarantor, or any Person duly acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the CompanyGuarantor, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt Guarantee; or
(x) any representation, warranty, certification or statement made by or on behalf of the notice specified Parent or any of its Subsidiaries in this Indenture;any Loan Document or in any report, certificate or financial statement provided pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder shall prove to have been untrue in any material respect on the date made or deemed made; or
(8) xi) the Company, AdaptHealth Intermediate Parent or any Restricted Subsidiary that is a Significant Subsidiary Subsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, takes any of the Company following actions, pursuant to or within the meaning of any Bankruptcy Law:Law (in each case, other than as contemplated in the Restructuring Agreement or pursuant to the Schemes):
(A1) commences a voluntary case,
(B2) consents in writing to the entry of an order for relief against it in an involuntary case,
(C3) consents in writing to the appointment of a custodian Custodian of it or for all or substantially all of its property,
(D4) makes a general assignment for the benefit of its creditors, or
(E5) admits in writing it generally is not paying its debts as they become due; andor
(96) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company in an involuntary case;
(B) appoints a custodian of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company for all or substantially all of the property of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; or
(C) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company; and
(D) and the Law, which order or decree remains unstayed and in effect for 60 consecutive days, that:
(a) is for relief against the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, in an involuntary case;
(b) appoints a Custodian (1) of the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or (2) for all or substantially all of the property of the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or
(c) orders the liquidation of the Parent, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary.
(b) In the case of an Event of Default described in clause (11) above, with respect to any Loan Party, all Obligations shall be automatically due and payable immediately without demand, presentment or notice of any kind. If any other Event of Default occurs and is continuing, the Administrative Agent or the Required Lenders may (and the Administrative Agent shall, if directed by the Required Lenders), by notice to the Borrowers, declare the Obligations to be immediately due and payable.
Appears in 1 contract
Events of Default and Remedies. (a) Each of the following is an event of default (an “Event of Default”):” with respect to the Notes:
(1) default in any payment of interest on any Note when duedue and payable, continued for 30 days;
(2) default in the payment upon redemption, acceleration or otherwise, of principal of, or premium, if any, on any Note the Notes;
(2) default for 30 days or more in the payment when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of interest on or otherwisewith respect to the Notes;
(3) failure by the Company Parent or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 or 10.04 of this Indenture;
(4) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 60 days after receipt of written notice to the Company given by the Trustee or the holders Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with (i) any of the its other obligations, covenants or agreements (other than a default referred to in clause (1) or (2) of this Section 6.01(a)) contained in this IndentureIndenture or the Notes or (ii) the obligations set forth in Sections 8(a) and 8(d) of the TSA;
(54) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Significant Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent or any of its Significant Restricted Subsidiaries), other than Indebtedness owed to Parent or a Restricted Subsidiary, whether such Indebtedness or guarantee existed on the Issue Date, now exists or is or was created thereafterafter the issuance of the Notes, if that defaultboth:
(A) is caused by a such default either results from the failure to pay any principal at the final Stated Maturity of such Indebtedness at its stated final maturity (a “Payment Default”)after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; orand
(B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate to $25.0 million 5.0 million, or more;
(65) with respect failure by Xxxxxx, the Issuer or any Significant Subsidiary to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) pay final judgments aggregating in excess of $25.0 million or its foreign currency equivalent against the Company or any Significant Subsidiary of the Company, the failure by the Company or such Significant Subsidiary, as applicable, to pay such judgment or decree5.0 million, which judgment or decree has remained outstanding final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, or in the event such judgment is not covered in full by insurance (subject to customary deductibles), an enforcement proceeding has been commenced by any creditor upon such judgment or decree became final and nonappealable without being paid, discharged, waived or which is not promptly stayed;
(76) except as permitted by this IndentureParent, the Guarantee of AdaptHealth Intermediate Issuer or any Subsidiary Guarantee of any Significant Subsidiary of the Company is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effectSubsidiary, or AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company or any Person acting on behalf of AdaptHealth Intermediate or any Subsidiary Guarantor that is a Significant Subsidiary of the Company, denies or disaffirms its obligations in writing under its Guarantee and such Default continues for ten days after receipt of the notice specified in this Indenture;
(8) the Company, AdaptHealth Intermediate or any Subsidiary that is a Significant Subsidiary of the Company pursuant to or within the meaning of Bankruptcy any Debtor Relief Law:
(Ai) commences a voluntary case,proceedings to be adjudicated bankrupt or insolvent;
(Bii) consents to the entry institution of an order for bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief against it in an involuntary case,under applicable Debtor Relief Laws;
(Ciii) consents to the appointment of a custodian receiver, liquidator, assignee, trustee or other similar official of it or for all or substantially all of its property,;
(Div) makes a general assignment for the benefit of its creditors, ; or
(Ev) fails generally is not paying to pay its debts as they become due; and.
(97) a court of competent jurisdiction enters an order or decree under any Bankruptcy Debtor Relief Law that:
(Ai) is for relief against Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of in a proceeding in which Parent, the Company in an involuntary caseIssuer or any Significant Subsidiary is to be adjudicated bankrupt or insolvent;
(Bii) appoints a custodian receiver, liquidator, assignee, trustee or other similar official of Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or for all or substantially all of the property of Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the CompanySubsidiary; or
(Ciii) orders the liquidation of Parent, the Company Issuer or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the CompanySubsidiary; and
(D) and the order or decree remains unstayed and in effect for 60 consecutive days; or
(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Subsidiary Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to such effect, in each case other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture;
(9) any Security Document after delivery thereof shall for any reason (including as a result of the Issuer taking any action or failing to prevent any Restricted Subsidiary from taking any action, or knowingly or negligently failing to take any action) (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Indenture) cease to create a valid and perfected Lien on and security interest in, with the priority required by the Security Documents, any material portion of the Collateral, subject to Permitted Liens, (i) except to the extent that any such loss of perfection or priority results from the failure of the First Lien Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents and (ii) except for any failure due to foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than pledges made under laws of the applicable jurisdiction of formation of such Foreign Subsidiary);
(10) the failure by the Issuer or any Guarantor to comply for 45 days after notice to the Issuer with its agreements contained in the Security Documents or the Intercreditor Agreement, except for a failure that would not be material to the holders of the Notes and would not materially affect the value of the Collateral, taken as a whole;
(11) the failure by Parent to have (i) prior to March 31, 2027, obtained $40.0 million aggregate principal amount of Junior Capital, with the proceeds thereof used to repay, redeem or repurchase any Notes in full or (ii) delivered (a) audited financial statements for the fiscal year ended December 31, 2026 and (b) financial information and an Officer’s Certificate to the Trustee no later than March 31, 2027, demonstrating that Parent has generated $40.0 million or more of EBITDA for the fiscal year ended December 31, 2026 calculated on a Pro Forma Basis; or
(12) default under any Receivables Facility resulting from the failure to pay any amounts at stated final maturity (after giving effect to any applicable grace periods) or relating to any other obligation and results in the counterparty thereunder being permitted to terminate such Receivables Facility and/or cause any amounts to become due prior to its stated maturity.
(b) If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Any notice of Default, notice of acceleration or instruction to the Trustee or First Lien Collateral Agent, as applicable, to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee and First Lien Collateral Agent, as applicable, that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Xxxxxx’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee or First Lien Collateral Agent, as applicable.
(c) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee and First Lien Collateral Agent, as applicable), with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee and First Lien Collateral Agent, if applicable, shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee or First Lien Collateral Agent, as applicable, during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with Section 6.01(b) or this Section 6.01(c). In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any holder that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or a beneficial owner directing DTC it shall provide a written representation to the Issuer that it is a Regulated Bank.
(d) For the avoidance of doubt, each of the Trustee and First Lien Collateral Agent shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. Neither the Trustee nor the First Lien Collateral Agent shall have any liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.
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