Common use of Events of Default by PURCHASER Clause in Contracts

Events of Default by PURCHASER. In case one or more of the following Events of Default by the Purchaser shall occur and be continuing: (a) failure by the Purchaser to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Purchaser as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Purchaser by the Seller; (b) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Purchaser and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (c) the Purchaser consents to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Purchaser or relating to all or substantially all of the Purchaser’s property; (d) the Purchaser admits in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every such case, so long as an event of default shall not have been remedied, the seller, by notice in writing to the purchaser, may, in addition to whatever rights the seller may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the purchaser under this agreement and with respect to (i) the Mortgage Loans for which an agreement has been executed by the parties but said Mortgage Loans have not yet been delivered by the Seller and (ii) the mortgage loans which have been delivered by the Seller to the Purchaser for which payment to the Seller has not been made by the Purchaser and the proceeds thereof. Upon receipt by the Purchaser of such written notice from the Seller as a result of such event of default, the Purchaser shall return to the Seller any and all documents and other instruments provided to the Purchaser by the Seller, and all Mortgage Files relating to such Mortgage Loans.

Events of Default by PURCHASER. In case one or more The occurrence of any of the following Events at or prior to Closing shall be an “Event of Default Default” by the Purchaser shall occur and be continuingPURCHASER under this Agreement upon (30) days prior written notice to PURCHASER: (a) failure by 12.1.1 Failure of PURCHASER to proceed to Closing when and in the Purchaser manner required to duly observe or perform, in any material respect, any other covenants, obligations or agreements do so under the terms and conditions of the Purchaser as set forth in this Agreement which and/or to pay the Purchase Price in the amounts and at the times herein set forth; 12.1.2 The failure continues unremedied of PURCHASER to pay any sum to SELLER required to be paid by PURCHASER under this Agreement (other than the Purchase Price) when the same shall become due and payable and such failure shall continue for a period of thirty (30) days after the date on which written notice of such failure, requiring the same from SELLER to be remedied, shall have been given to the Purchaser by the SellerPURCHASER; (b) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator 12.1.3 If PURCHASER shall admit, in any insolvencywriting, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Purchaser and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; (c) the Purchaser consents to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Purchaser or relating to all or substantially all of the Purchaser’s property; (d) the Purchaser admits in writing its inability that it is unable to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, ; 12.1.4 If PURCHASER shall make an assignment for the benefit of its creditors; 12.1.5 If PURCHASER shall file a voluntary petition under the Bankruptcy Code of the United States, or voluntarily suspend payment if such petition shall be filed against PURCHASER and an order for relief shall be entered, or if PURCHASER shall file a petition or an answer seeking, consenting to or acquiescing in, any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code, or any other present or future applicable Federal, State or other bankruptcy or insolvency statute or law, or shall seek, or consent to, or acquiesce in the appointment of, any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of PURCHASER, or of all or any substantial part of its obligations; thenproperties; 12.1.6 If within ninety (90) days after the commencement of a proceeding against PURCHASER seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy code or any other present or future applicable federal, state or other bankruptcy or insolvency statute or law, such proceeding shall not be dismissed, or if, within ninety (90) days after the appointment, without the consent or acquiescence of PURCHASER, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of PURCHASER, or of all or any substantial part of its properties, such appointment shall not be vacated or stayed on appeal or otherwise, or if, within ninety (90) days after the expiration of any such stay, such appointment shall not be vacated; 12.1.7 If any of the representations made by PURCHASER in Section 11.1 of this Agreement shall be false or incorrect, in any material respect, and in each and every such casePURCHASER shall fail to cause, so long as an event of default shall not have been remedied, the seller, by within thirty (30) days following notice in writing to the purchaser, may, in addition to whatever rights the seller may have at law or equity to damages, including injunctive relief and specific performance, commence termination of all the rights and obligations of the purchaser under this agreement and with respect to (i) the Mortgage Loans for which an agreement has been executed by the parties but said Mortgage Loans have not yet been delivered by the Seller and (ii) the mortgage loans which have been delivered by the Seller to the Purchaser for which payment to the Seller has not been made by the Purchaser and the proceeds thereof. Upon receipt by the Purchaser of such written notice from the Seller misrepresentation to PURCHASER by SELLER, such misrepresentation to become true and correct as of a result of date within such event of default, the Purchaser shall return to the Seller any and all documents and other instruments provided to the Purchaser by the Seller, and all Mortgage Files relating to such Mortgage Loans.thirty (30) day period;

Events of Default by PURCHASER. In case one or more Any of the following Events acts or occurrences shall constitute an event of Default default by the Purchaser shall occur and be continuing:(each, a “Purchaser Default”) (a) so long as no Seller Default has occurred or notice of the termination of this Agreement shall have been given pursuant to Section 7.03, any failure by the Purchaser to duly observe or performpay any amounts due pursuant to this Agreement, in any material respect, any other covenants, obligations or agreements of the Purchaser as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days three Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Purchaser by the Sellerpayment is due; (b) failure on the part of Purchaser duly to observe or to perform in any material respect any other Covenant or agreement of Purchaser set forth in this Agreement, which failure continues for a period of ten Business Days after discovery by Purchaser or written notice of such failure is given to Purchaser by Seller ; (c) the entry of a decree or order of by a court or agency or supervisory authority having jurisdiction over such matters for the appointment of a conservator or trustee in bankruptcy, conservator, receiver or liquidator for Purchaser in any bankruptcy, insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against and the Purchaser and continuance of any such decree or order shall have remained unstayed and in force, undischarged or unstayed effect for a period of sixty (60) 60 consecutive days; (cd) the consent by Purchaser consents to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Purchaser or relating to all or substantially all of the Purchaser’s its property; (d) the ; or Purchaser admits shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; thenor (e) any representation, warranty, covenant or statement of Purchaser made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and within ten Business Days after written notice thereof shall have been given to Purchaser by Seller, the circumstance or condition in each and every respect of which such caserepresentation, so long as an event of default warranty, covenant or statement was incorrect shall not have been remedied, the seller, by notice in writing eliminated or otherwise cured to the purchaser, may, in addition to whatever rights the seller may have at law or equity to damages, including injunctive relief and specific performance, commence termination satisfaction of all the rights and obligations of the purchaser under this agreement and with respect to (i) the Mortgage Loans for which an agreement has been executed by the parties but said Mortgage Loans have not yet been delivered by the Seller and (ii) the mortgage loans which have been delivered by the Seller to the Purchaser for which payment to the Seller has not been made by the Purchaser and the proceeds thereof. Upon receipt by the Purchaser of such written notice from the Seller as a result of such event of default, the Purchaser shall return to the Seller any and all documents and other instruments provided to the Purchaser by the Seller, and all Mortgage Files relating to such Mortgage Loans.

Events of Default by PURCHASER. In case one or more The Purchaser shall, at Lender’s option, be in default under this Agreement upon the happening of any of the following Events events or conditions (each, an “Event of Default by the Purchaser shall occur and be continuing: Default”): (a) the failure by the Purchaser to duly observe perform any of its obligations under this Agreement; (b) falsity or perform, inaccuracy in any material respectrespect or material breach by the Purchaser of any written warranty, any other covenants, obligations representation or agreements statement made or furnished to Lender by or on behalf of the Purchaser as set forth in this Agreement which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Purchaser by the Seller; (b) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Purchaser and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days; Purchaser; (c) the entry of any judgment against the Purchaser consents to placing a lien against or the appointment making of a conservator any levy, seizure or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings attachment of or relating to on the Schedule A Equipment that could (in Xxxxxx’s sole discretion) have a material adverse effect on the financial condition of the Purchaser or relating to all or substantially all the ability of the Purchaser’s property; Purchaser to perform its obligations; or (d) any willful act of Purchaser which causes the failure of Lender to have a perfected first priority security interest in the Schedule A Equipment; or (e) evidence received by Lender that the Purchaser admits may have directly or indirectly been engaged in writing its inability to pay its debts as they become dueany type of illegal activity which, file a petition to take advantage in Lender’s discretion, might result in the forfeiture of any applicable insolvency property of the Purchaser to any governmental entity, federal, state or reorganization statutelocal, make provided, that, upon the occurrence of any of the foregoing, such event or condition shall not be considered an assignment for the benefit Event of Default unless and until Lender provides notice to Purchaser of its creditorsoccurrence, and such Event of Default is not cured by Purchaser within ten (10) business days thereafter; provided further, upon the occurrence of the First Payment Completion, this Section 5 of this Amendment shall terminate in its entirety. Notwithstanding anything herein to the contrary, in the event that a breach of Purchaser’s representations or warranties, or voluntarily suspend payment its failure to perform any of its obligations; thencovenants or obligations is caused solely by Xxxxxx’s failure to provide a Placement Location (as defined in Section 9 of this Amendment) for any of the Equipment, and in each and every such case, so long as an event of default breach or failure to perform by Purchaser shall not have been remedied, the seller, by notice in writing to the purchaser, may, in addition to whatever rights the seller may have at law or equity to damages, including injunctive relief and specific performance, commence termination constitute an Event of all the rights and obligations of the purchaser under this agreement and with respect to (i) the Mortgage Loans for which an agreement has been executed by the parties but said Mortgage Loans have not yet been delivered by the Seller and (ii) the mortgage loans which have been delivered by the Seller to the Purchaser for which payment to the Seller has not been made by the Purchaser and the proceeds thereof. Upon receipt by the Purchaser of such written notice from the Seller as a result of such event of default, the Purchaser shall return to the Seller any and all documents and other instruments provided to the Purchaser by the Seller, and all Mortgage Files relating to such Mortgage LoansDefault.