Events of Default Defined. Any of the following shall constitute an “Event of Default” under a Property Schedule: (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
Appears in 7 contracts
Samples: Master Tax Exempt Lease/Purchase Agreement, Master Tax Exempt Lease/Purchase Agreement, Master Tax Exempt Lease/Purchase Agreement
Events of Default Defined. Any Whenever used herein with respect to Securities of the following shall constitute an a particular series, “Event of Default” under a Property Schedulemeans any one or more of the following events which has occurred and is continuing:
(a1) Failure by Lessee to pay default in the payment of any Lease Payment under installment of interest upon any of the Property Schedule or other payment required to be paid with respect thereto at Securities of that series, as and when the time specified therein;
(b) Failure by Lessee to observe same shall become due and perform any covenantpayable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and continuance of such default for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected30 days;
(c2) Any statementdefault in the payment of the principal of (or premium, representation or warranty made by Lessee in or if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, pursuant to the Property Schedule any sinking fund obligation, by declaration or its executionotherwise, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeand continuance of such default for a period of three Business Days;
(d3) Lessee failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company with respect to that series contained in such Securities or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 33% in principal amount of the Securities of that series at the time outstanding;
(i4) apply a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation or reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued unvacated and unstayed for a period of 90 consecutive days; or an involuntary case shall be commenced under such Code in respect of the Company and shall continue undismissed for a period of 90 consecutive days or an order for relief in such case shall have been entered; or a decree or order of a court having jurisdiction in the premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, and such decree or order shall have remained in force unvacated and unstayed for a period of 90 consecutive days;
(5) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking liquidation or reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment on the ground of insolvency or bankruptcy of a receiver, trustee, receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of Lesseeit or of its property, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) shall make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e6) An orderthe occurrence of any other Event of Default with respect to Securities of such series, judgment or decree shall be entered as contemplated by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 2.01 hereof.
Appears in 5 contracts
Samples: Indenture for Subordinated Debt Securities (Telephone & Data Systems Inc /De/), Indenture for Subordinated Debt Securities (United States Cellular Corp), Indenture for Subordinated Debt Securities (Telephone & Data Systems Inc /De/)
Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the holders of this Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule payment of the principal or other payment required to be paid with respect thereto at interest on the time specified therein;
(b) Failure by Lessee to observe Note when and perform any covenant, condition or agreement on its part to be observed or performed with respect to as the Property Schedule, other than as referred to in subparagraph (a) above, same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or
(ii) if the Company shall violate or breach any of the representations, warranties and covenants contained in the Note or the Agreement and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the Holder; provided that, or
(iii) if the failure stated Company or any Significant Subsidiary (which term shall mean any subsidiary of the Company which would be considered a significant subsidiary, as defined in Rule 1-02 of Regulation S-X of the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance SEC shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company or any Significant Subsidiary, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or any Significant Subsidiary or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company or any Significant Subsidiary other than a liquidation involving a transfer of assets from a Subsidiary to the Company or another Subsidiary; or
(eiv) An if an involuntary petition shall be filed against the Company or any Significant Subsidiary seeking relief against the Company or any Significant Subsidiary under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or
(v) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by appointing, without consent of the Company or any court of competent jurisdictionSignificant Subsidiary, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or any Significant Subsidiary, or of all or a any substantial part of the assets property of Lesseethe Company or any Significant Subsidiary, in each case without its applicationor approving a petition filed against the Company or any Significant Subsidiary seeking a reorganization or arrangement of the Company or any Significant Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company or any Significant Subsidiary shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or
(vi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or any Significant Subsidiary or of all or any substantial part of the property of the Company or any Significant Subsidiary and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.
Appears in 4 contracts
Samples: Convertible Note Agreement (China Education Alliance Inc.), Convertible Subordinated Note (China Education Alliance Inc.), Convertible Note Agreement (China Education Alliance Inc.)
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2002 Series A Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee.
(d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, or of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered.
(e) Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysforegoing.
Appears in 4 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Events of Default Defined. Any of the The following shall constitute be Events of Default under this Agreement:
a. Failure to enter into any Collateral Agreement by the Collateral Agreement Deadline or any mutually agreed upon extension or complete any undertaking by the applicable deadline provided herein is an “Event event of Default” default, unless the failure is the result of an event of Force Majeure;
b. Any event of default under a Property Schedule:Collateral Agreement;
(a) c. Any representation set forth in Article III hereof is determined to be untrue or incorrect;
d. Failure by Lessee the Developer, the City or the MRA to pay any Lease Payment under the Property Schedule substantially observe or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee to observe and perform timely any covenant, condition condition, obligation or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationunder this Agreement; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;or
e. For Developer to:
(c1) Any statementfile any petition in bankruptcy or for any reorganization, representation arrangement, composition, readjustment, liquidation, dissolution, or warranty made by Lessee in similar relief under the United States Bankruptcy Code or pursuant to the Property Schedule under any similar federal or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;state law; or
(d2) Lessee shall make an assignment for the benefit of its creditors; or
(i3) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e4) An order, judgment be adjudicated as bankrupt or decree shall be entered by any court of competent jurisdiction, approving insolvent; or if a petition or appointing answer proposing the adjudication of the Developer as bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee, custodian trustee or liquidator of Lessee the Developer, or of all the Project, or a substantial part of thereof, shall be appointed in any proceeding brought against the assets of Lessee, in each case without its application, approval or consentDeveloper, and shall not be discharged within ninety (90) days after such orderappointment, judgment or decree if the Developer shall continue unstayed and consent to or acquiesce in effect for any period of 60 consecutive dayssuch appointment.
Appears in 3 contracts
Samples: Master Development Agreement, Development Agreement, Development Agreement
Events of Default Defined. Any The following shall be Events of Default under this Agreement and the term Event of Default shall mean, whenever it is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee Developer to observe and or perform any covenant, condition condition, obligation, or agreement on its part to be observed or performed with respect under this Agreement; or
b) The Developer:
(i) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or
(ii) makes an assignment for the benefit of its creditors; or
(iii) admits in writing its inability to pay its debts generally as they become due; or
(iv) is adjudicated a bankrupt or insolvent; or if a petition or answer proposing the Property Schedule, other than adjudication of the Developer as referred to a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in subparagraph any court and such petition or answer shall not be discharged or denied within ninety (a) above, for a period of thirty (3090) days after written notice specifying the filing thereof; or a receiver, trustee, or liquidator of the Developer or part thereof, shall be appointed in any proceedings brought against the Developer and shall not be discharged within ninety (90) days after such failure and requesting that it be remedied is given to Lessee by Lessorappointment, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, or if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its Developer shall consent to an extension of or acquiesce in such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;appointment; or
(c) Any statement, representation or warranty made by Lessee the Developer in this Agreement, or made by the Developer in any written statement or certificate furnished by the Developer pursuant to the Property Schedule or its executionthis Agreement, delivery or performance shall prove to have been false, incorrect, incomplete, or misleading or breached in any material respect on or as of the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail issuance or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingmaking thereof; or
(ed) An orderAny representation or warranty made by the City in this Agreement shall prove to have been incorrect, judgment incomplete, or decree shall be entered by misleading in any court of competent jurisdiction, approving a petition material respect on or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part as of the assets date of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe issuance.
Appears in 3 contracts
Samples: Development Agreement, Development Agreement, Development Agreement
Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) a. Failure by Lessee the Buyer to timely pay any Lease Payment under the Property Schedule ad valorem real property taxes assessed or other payment required to be paid City charges with respect thereto at to the time specified therein;real property.
(b) b. Failure by Lessee of the Buyer to observe and or perform any covenant, condition condition, obligation or agreement on its part to be observed or performed with respect under this Agreement.
c. Failure by the Buyer to cause the Property Schedule, other than as referred construction of the Project to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or completed pursuant to the Property Schedule or its executionterms, delivery or performance shall prove to have been falseconditions, incorrect, misleading or breached in land covenants and limitations of this Agreement.
d. The holder of any material respect mortgage on the date when made;
(d) Lessee shall (i) apply for real property or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeany improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of all any default under the applicable mortgage documents.
e. If the Buyer shall:
i. file any petition in bankruptcy or a substantial part for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
ii. make an assignment for the assets benefit of Lessee, (ii) be unable, fail or its creditors; or
iii. admit in writing its inability generally to pay its debts generally as they become due, (iii) make ; or
iv. be adjudicated a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, bankrupt or (v) file a voluntary petition in bankruptcy insolvent; or if a petition or an answer seeking proposing the adjudication of the Buyer as bankrupt or its reorganization under any present or an arrangement with creditors or taking advantage of any insolvency law future federal bankruptcy act or any answer admitting the material allegations of a petition similar federal or state law shall be filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a and such petition or appointing answer shall not be discharged or denied within sixty (60) days after the filing thereof; or a receiver, trusteeliquidator or trustee of the Buyer , custodian or liquidator of Lessee or of all the Project, or a substantial part of thereof, shall be appointed in any proceeding brought against the assets of Lessee, in each case without its application, approval or consentBuyer , and shall not be discharged within sixty (60) days after such orderappointment, judgment or decree if the Buyer , shall continue unstayed and consent to or acquiesce in effect for any period of 60 consecutive dayssuch appointment.
Appears in 3 contracts
Samples: Development Agreement, Builder Development Agreement, Development Agreement
Events of Default Defined. Any For the purpose of this Indenture, the following shall constitute an “Event of Default” under a Property Schedule:following
(a) Failure by Lessee to pay default in the due and punctual payment of any Lease Payment under interest on any Note when the Property Schedule or other same becomes due and payable, and such default shall continue for a period of five (5) days; provided, however, that a default in the due and punctual payment required to of any interest on any Class B Note shall not be paid with respect thereto at the time specified thereinan Event of Default if any Class A Notes are Outstanding;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated default in the notice cannot be corrected within due and punctual payment of the applicable period, Lessor will not unreasonably withhold its consent to an extension principal of such time if corrective action is instituted by Lessee within any Note when the applicable period same becomes due and diligently pursued until payable on the default is correctedrelated Note Final Maturity Date;
(c) Any statementdefault in the performance or observance of any other of the covenants, representation agreements or warranty made by Lessee conditions on the part of the Authority to be kept, observed and performed contained in this Indenture or pursuant in the Notes, and continuation of such default for a period of 90 days after written notice thereof to the Property Schedule Authority by the Trustee (to the extent a Responsible Officer of the Trustee has actual knowledge or its executionhas received written notice thereof), delivery or performance shall prove such later time if diligent care to have been false, incorrect, misleading or breached in any material respect on cure such default is being pursued by the date when made;Authority and a remedy cannot reasonably be effected within 90 days; and
(d) Lessee shall (i) apply for or consent the occurrence of an Event of Bankruptcy in respect of the Authority. Any notice herein provided to be given to the appointment of a receiverAuthority with respect to any default shall be deemed sufficiently given if sent by registered mail with postage prepaid to the Authorized Representative to be notified, trustee, custodian addressed to such Authorized Representative at the post office address as shown in Section 9.01 hereof or liquidator of Lessee, or of all or a substantial part such other address as may hereafter be given as the Principal Office of the assets of Lessee, (ii) be unable, fail or admit Authority in writing to the Trustee by an Authorized Representative. The Trustee may give any such notice in its inability generally discretion and shall give such notice if requested to do so in writing by the Noteholders of at least a majority of the Outstanding Amount of the Highest Priority Notes. Notwithstanding anything to the contrary contained herein, in no event shall there be an Event of Default as a result of there being insufficient Available Funds in the Collection Fund to pay its debts as they become due, (iii) make the principal on any Monthly Distribution Date other than a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysNote Final Maturity Date.
Appears in 3 contracts
Samples: Indenture of Trust, Indenture of Trust, Indenture of Trust
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within 10 days after the time date when due as specified thereinherein or (ii) maintain insurance as required herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,
Appears in 3 contracts
Samples: Equipment Lease/Purchase Agreement, Equipment Lease/Purchase Agreement, Equipment Lease/Purchase Agreement
Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee the Borrower/Grantee to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Agreement on the time specified thereindate on which it is due and payable;
(b) Failure by Lessee the Borrower/Grantee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Borrower/Grantee by Lessor, the Lender/Grantor unless Lessor the Lender/Grantor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Lender/Grantor but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Lender/Grantor will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Borrower/Grantee within the applicable period and diligently pursued until the default failure is corrected;; and provided, further, that if by reason of force majeure the Borrower/Grantee is unable to carry out the agreements on its part herein contained, the Borrower/Grantee shall not be deemed in default under this paragraph 10.1(b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default); or
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Borrower/Grantee contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect;
(d) Lessee A petition is filed against the Borrower/Grantee under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests;
(e) The Borrower/Grantee files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or
(f) The Borrower/Grantee admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or
(e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Borrower/Grantee for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for more than thirty (30) days, but the Finance Authority shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect their interests.
(g) Default by the Borrower/Grantee in performance or observance of any period covenant contained in any other loan agreement, document or instrument of 60 consecutive daysany type whatsoever evidencing or securing obligations of the Borrower/Grantee to the Finance Authority.
Appears in 3 contracts
Samples: Loan/Grant Agreement, Loan/Grant Agreement, Loan/Grant Agreement
Events of Default Defined. Any acceleration of maturity upon default — waiver of default after acceleration. The following events are hereby defined for all purposes of this Indenture (except where the following shall constitute an “Event term is otherwise defined for specific purposes) as Events of Default” under Default with respect to Debt Securities of a Property Scheduleparticular series, unless it is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 2.2 for the Debt Securities of such series, in addition to any other events as may be defined as Events of Default pursuant to Section 2.2 for the Debt Securities of such series:
(a) Failure by Lessee of the Company to pay or provide for payment of the principal of or premium, if any, on any Lease Payment under of the Property Schedule or other payment required to be paid with respect thereto Debt Securities of such series, when and as the same shall become due and payable, whether at maturity thereof, by call for redemption, through any mandatory sinking fund, by redemption at the time specified therein;option of the holder of any series of Debt Securities pursuant to the terms of such Debt Security, by declaration of acceleration or otherwise; or
(b) Failure by Lessee of the Company to observe pay or provide for payment of any installment of interest on any of the Debt Securities of such series, when and perform any covenantas the same shall become due and payable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, which failure shall have continued for a period of thirty 30 days; or
(30c) Failure of the Company or the Guarantors to perform or observe any other of the covenants or agreements on the part of the Company or the Guarantors in this Indenture or in the Debt Securities of such series (other than a covenant or agreement which has expressly been included in this Indenture solely for the benefit of Debt Securities of any series other than that series or is expressly made inapplicable to the Debt Securities of such series pursuant to Section 2.2) or in the Guarantees, which failure shall have continued for a period of 90 days after written notice by certified or registered mail given to the Company or the Guarantors, as the case may be, by the Trustee hereunder or to the Company and to the Trustee from the holders of not less than 25% of the aggregate principal amount of Debt Securities then Outstanding of such series under this Indenture specifying such Event of Default or failure and requesting that it be remedied and stating that such notice is given to Lessee by Lessor, unless Lessor shall agree in writing to a notice of an extension of such time prior to its expiration; provided thatevent which, if the failure stated in the notice cannot be corrected within the applicable periodcontinued for 90 days after such written notice, Lessor will not unreasonably withhold its consent to become an extension Event of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeDefault;
(d) Lessee shall (i) apply for The institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking relief under any Bankruptcy Law or the consent by it to the institution of proceedings thereunder or consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian custodian, sequestrator (or liquidator other similar official) of Lessee, the Company or of all or a any substantial part of its property, or the assets making by the Company of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition the admission by the Company in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage writing of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orits inability to pay its debts generally as they become due;
(e) An orderThe entry of a decree or order by a court having jurisdiction for relief in respect of the Company, judgment or decree shall be entered by any court of competent jurisdictionadjudging the Company a bankruptcy or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any Bankruptcy Law or appointing a receiver, liquidator, assignee, trustee, custodian sequestrator (or liquidator other similar official) of Lessee the Company or of all or a any substantial part of its property, or ordering the assets winding-up or liquidation of Lessee, in each case without its application, approval or consentaffairs, and the continuance of any such order, judgment decree or decree shall continue order unstayed and in effect for any a period of 60 90 consecutive days; or
(f) any Guarantee of any Guarantor that is a Significant Subsidiary shall for any reason cease to be, or be asserted in writing by any such Guarantor thereof or the Company not to be, in full force and effect and enforceable in accordance with its terms (other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture), provided, however, that if the Company or any such Guarantor asserts in writing that any such Guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this subsection (f) if (i) such written assertion is accompanied by an Opinion of Counsel to the effect that, as a matter of law, the defect or defects rendering such Guarantee unenforceable can be remedied within 10 days of the date of such assertion, (ii) the Company or such Guarantor delivers an Officers’ Certificate to the effect that the Company or such Guarantor represents that such defect or defects shall be so remedied within such 10-day period, and (iii) such defect or defects are in fact so remedied within such 10-day period: and provided, further, that notwithstanding anything to the contrary in this subsection (f), any reduction in the maximum amount of any such Guarantee in accordance with Article V shall not be an Event of Default hereunder. If one or more Events of Default shall occur and be continuing with respect to Debt Securities then Outstanding of any series, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the holders of not less than 25% in aggregate principal amount of the Debt Securities then Outstanding of such series, by notice in writing to the Company and to the Trustee, may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Debt Securities of such series) of all Debt Securities of such series and/or such other amount or amounts as the Debt Securities or supplemental indenture with respect to such series may provide, if not already due and payable, to be immediately due and payable; and upon any such declaration all Debt Securities of such series shall become and be immediately due and payable, anything in this Indenture or in any of the Debt Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of (and/or such other specified amount on) the Debt Securities of such series shall so become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities of such series and the principal of (and/or such other specified amount) and premium, if any, on any and all Debt Securities of such series which shall have become due otherwise than by acceleration, with interest on such principal (and/or such other specified amount) and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, at the rate specified in the Debt Securities of such series (or, if no such rate is specified, at the rate borne by the Debt Securities of such series), to the date of such payment or deposit, and the reasonable compensation and expenses of the Trustee, and any and all defaults under this Indenture with respect to the Debt Securities of such series, other than the nonpayment of principal of (and/or such other specified amount) or premium, if any, and accrued interest on Debt Securities of such series which shall have become due by acceleration, shall have been remedied, then and in every such case the Trustee shall, upon written request or consent of the holders of a majority in aggregate principal amount of the Debt Securities then Outstanding of such series delivered to the Company and to the Trustee, waive such default and its consequences and rescind or annul such declaration and its consequences, but no such waiver, rescission or annulment shall extend to or affect any subsequent default, or impair any right consequent thereon. For all purposes under this Indenture, if the portion of the principal amount as may be specified in the terms of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, payment of such portion of the principal amount thereof, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.
Appears in 3 contracts
Samples: Indenture (Constellation Brands, Inc.), Indenture (Constellation Brands, Inc.), Indenture (Roberts Trading Corp)
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2001 Series A Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee.
(d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) apply for relief in respect of Company, or consent to of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of Lessee, (ii) be unable, fail Company or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for the benefit of creditors, (iv) have 90 days or an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree approving or ordering any of the foregoing shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysentered.
Appears in 3 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Events of Default Defined. Any The following shall be "Events of Default" under this Agreement, and the term "Events of Default" shall mean (except where the context clearly indicates otherwise), whenever such term is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) A. Failure by Lessee the County to timely pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinamount due hereunder;
(b) B. Failure by Lessee the County to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) 30 days after written notice notice, except to the extent some other grace period shall be provided in regard to a covenant, specifying such failure and requesting that it be remedied remedied, is given to Lessee the County by Lessorthe Lender, unless Lessor the Lender shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) C. Any statementwarranty, representation or warranty made other statement by Lessee the County or by an officer or agent of the County contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeadverse respect;
(d) Lessee shall (i) apply D. A petition is filed against the County under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or consent such petition is not dismissed within 60 days of such filing;
E. The County files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the appointment filing of a receiver, trustee, custodian any petition against it under such law;
F. The County admits insolvency or liquidator of Lessee, bankruptcy or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (ivincluding without limitation a receiver, liquidator or trustee) have an of the County or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for relief entered against it under more than 60 days; or
G. Any debt of or assumed by the County (i) is not paid when due nor within any applicable federal bankruptcy lawgrace period in any agreement or instrument relating to such debt, (ii) becomes due and payable before its normal maturity by reason of a default or event of default or acceleration, however described, or (viii) file becomes subject to a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysmoratorium.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsection (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2000 Series A Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered.
(d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (c) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysforegoing.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Events of Default Defined. Any of the The following shall each constitute an “"Event of Default” under a Property Schedule" hereunder:
(a) Failure by Lessee the failure of the Company to pay make any Lease Payment under the Property Schedule payment of (i) principal of this Note when due and payable and such failure shall continue for five (5) or other payment required to be paid with respect thereto at the time specified thereinmore days; and (ii) interest on this Note when due and payable and such failure shall continue for thirty (30) or more days;
(b) Failure by Lessee the failure of the Company to observe and or perform any covenantcovenant in this Note or in the Subscription Agreement, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and such failure shall have continued unremedied for a period of thirty sixty (3060) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; as provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension last paragraph of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedthis Section 5;
(c) Any statementa default occurs (after giving effect to any applicable grace periods or any extension of any maturity date) in the payment when due of principal of, representation or warranty made an acceleration of, any indebtedness for money borrowed by Lessee in the Company or pursuant any of its Subsidiaries (other than an Unrestricted Subsidiary (as defined below) which is not a Significant Subsidiary (as defined below) and provided there is no recourse against the Company or any other Subsidiary with respect to the Property Schedule obligations of such Unrestricted Subsidiary arising as a result of such default) in excess of $2 million, individually or its executionin the aggregate, delivery if such indebtedness is not discharged, or performance shall prove to have been falsesuch acceleration is not annulled, incorrect, misleading or breached within 30 days after written notice as provided in any material respect on the date when madelast paragraph of this Section 5;
(d) Lessee shall the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law:
(i) apply commences a voluntary case,
(ii) consents to the entry of an order for or consent relief against it in an involuntary case,
(iii) consents to the appointment of a receiver, trustee, custodian Custodian of it or liquidator of Lessee, or of for all or a substantial part substantially all of the assets of Lesseeits property, and such Custodian is not discharged within 30 days,
(iiiv) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make makes a general assignment for the benefit of its creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or or
(v) file a voluntary petition admits in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting writing that it is generally unable to pay its debts as the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orsame become due;
(e) An order, judgment or decree shall be entered by any a court of competent jurisdiction, approving jurisdiction enters an order or decree under any Bankruptcy Law that:
(i) is for relief in any involuntary case against the Company or any Significant Subsidiary,
(ii) appoints a petition Custodian of the Company or appointing a receiver, trustee, custodian any Significant Subsidiary or liquidator of Lessee or of for all or a substantial part substantially all of the assets property of Lesseethe Company or any Significant Subsidiary, or
(iii) orders the liquidation of the Company or any Significant Subsidiary, and, in each case without its applicationcase, approval or consent, and such order, judgment the order or decree shall continue remains unstayed and in effect for any period of 60 consecutive days.
Appears in 2 contracts
Samples: Note Agreement (Hybridon Inc), Subscription Agreement (Hybridon Inc)
Events of Default Defined. Any For the purpose of this Indenture, the following shall constitute an “Event events are hereby defined as, and are declared to be, "Events of Default” under a Property Schedule":
(a) Failure by Lessee to pay default in the due and punctual payment of the interest on any Lease Payment under of the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinClass A Notes when due and payable, and such default shall continue for a period of five (5) days;
(b) Failure by Lessee default in the due and punctual payment of the principal on any of the Class A Notes when due and payable or failure to observe and perform make any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, payment due under any other Senior Obligations hereunder when due (other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedmake Principal Reduction Payments);
(c) Any statementif no Senior Obligations are Outstanding hereunder, representation or warranty made by Lessee default in or pursuant to the Property Schedule or its executiondue and punctual payment of the interest on any of the Class B Notes when due and payable, delivery or performance and such default shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madecontinue for a period of five (5) days;
(d) Lessee shall (i) apply for or consent to if no Senior Obligations are Outstanding hereunder, default in the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part due and punctual payment of the assets principal on any of Lessee, (ii) be unable, fail the Class B Notes when due and payable or admit in writing its inability generally failure to pay its debts as they become make any payment due under any other Subordinate Obligations when due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or;
(e) An orderdefault in the performance or observance of any other of the covenants, judgment agreements, or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial conditions on the part of the assets of LesseeIssuer to be kept, in each case without its application, approval or consentobserved, and performed contained in this Indenture or in the Series 2004-2 Notes, and continuation of such order, judgment or decree shall continue unstayed and in effect default for any a period of 60 consecutive days90 days after written notice thereof by the Indenture Trustee to the Issuer; and
(f) the occurrence of an Event of Bankruptcy with respect to the Issuer. Failure to pay any Reset Rate Notes Carry-over Amount, any Auction Rate Notes Carry-over Amount or any accrued interest on such Reset Rate Notes Carry-over Amount or Auction Rate Notes Carry-over Amount shall not constitute an Event of Default. Any notice herein provided to be given to the Issuer with respect to any default shall be deemed sufficiently given if sent by certified mail with postage prepaid to the Person to be notified, addressed to such Person at the post office address as shown in Section 9.01 hereof or such other address as may hereafter be given as the Principal Office of the Issuer in writing to the Indenture Trustee by an Authorized Representative of the Issuer. The Indenture Trustee shall give such notice if requested to do so in writing by the Registered Owners of at least a majority of the principal amount of the Highest Priority Obligations at the time Outstanding ("Registered Owner Approval").
Appears in 2 contracts
Samples: Indenture of Trust (Nelnet Inc), Indenture of Trust (Nelnet Education Loan Funding Inc)
Events of Default Defined. Any acceleration of maturity upon default -- waiver of default after acceleration. The following events are hereby defined for all purposes of this Indenture (except where the following shall constitute an “Event term is otherwise defined for specific purposes) as Events of Default” under Default with respect to Debt Securities of a Property Scheduleparticular series, unless it is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 2.2 for the Debt Securities of such series, in addition to any other events as may be defined as Events of Default pursuant to Section 2.2 for the Debt Securities of such series:
(a) Failure by Lessee of the Company to pay or provide for payment of the principal of or premium, if any, on any Lease Payment under of the Property Schedule or other payment required to be paid with respect thereto Debt Securities of such series, when and as the same shall become due and payable, whether at maturity thereof, by call for redemption, through any mandatory sinking fund, by redemption at the time specified therein;option of the holder of any series of Debt Securities pursuant to the terms of such Debt Security, by declaration of acceleration or otherwise; or
(b) Failure by Lessee of the Company to observe pay or provide for payment of any installment of interest on any of the Debt Securities of such series, when and perform any covenantas the same shall become due and payable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, which failure shall have continued for a period of thirty 30 days; or
(30c) Failure of the Company or the Guarantors to perform or observe any other of the covenants or agreements on the part of the Company or the Guarantors in this Indenture or in the Debt Securities of such series (other than a covenant or agreement which has expressly been included in this Indenture solely for the benefit of Debt Securities of any series other than that series or is expressly made inapplicable to the Debt Securities of such series pursuant to Section 2.2) or in the Guarantees, which failure shall have continued for a period of 90 days after written notice by certified or registered mail given to the Company or the Guarantors, as the case may be, by the Trustee hereunder or to the Company and to the Trustee from the holders of not less than 25% of the aggregate principal amount of Debt Securities then Outstanding of such series under this Indenture specifying such Event of Default or failure and requesting that it be remedied and stating that such notice is given to Lessee by Lessor, unless Lessor shall agree in writing to a notice of an extension of such time prior to its expiration; provided thatevent which, if the failure stated in the notice cannot be corrected within the applicable periodcontinued for 90 days after such written notice, Lessor will not unreasonably withhold its consent to become an extension Event of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeDefault;
(d) Lessee shall (i) apply for The institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking relief under any Bankruptcy Law or the consent by it to the institution of proceedings thereunder or consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian custodian, sequestrator (or liquidator other similar official) of Lessee, the Company or of all or a any substantial part of its property, or the assets making by the Company of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition the admission by the Company in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage writing of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orits inability to pay its debts generally as they become due;
(e) An orderThe entry of a decree or order by a court having jurisdiction for relief in respect of the Company, judgment or decree shall be entered by any court of competent jurisdictionadjudging the Company a bankruptcy or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any Bankruptcy Law or appointing a receiver, liquidator, assignee, trustee, custodian sequestrator (or liquidator other similar official) of Lessee the Company or of all or a any substantial part of its property, or ordering the assets winding-up or liquidation of Lessee, in each case without its application, approval or consentaffairs, and the continuance of any such order, judgment decree or decree shall continue order unstayed and in effect for any a period of 60 180 consecutive days; or
(f) any Guarantee of any Guarantor that is a Significant Subsidiary shall for any reason cease to be, or be asserted in writing by any such Guarantor thereof or the Company not to be, in full force and effect and enforceable in accordance with its terms (other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture), provided, however, that if the Company or any Guarantor asserts in writing that any Guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this subsection (f) if (i) such written assertion is accompanied by an Opinion of Counsel to the effect that, as a matter of law, the defect or defects rendering such Guarantee unenforceable can be remedied within 10 days of the date of such assertion, (ii) the Company or such Guarantor delivers an Officers' Certificate to the effect that the Company or such Guarantor represents that such defect or defects shall be so remedied within such 10-day period, and (iii) such defect or defects are in fact so remedied within such 10-day period: and provided, further, that notwithstanding anything to the -------- ------- contrary in this subsection (f), any reduction in the maximum amount of any such Guarantee in accordance with Article V shall not be an Event of Default hereunder. If one or more Events of Default shall occur and be continuing with respect to Debt Securities then Outstanding of any series, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the holders of not less than 25% in aggregate principal amount of the Debt Securities then Outstanding of such series, by notice in writing to the Company and to the Trustee, may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Debt Securities of such series) of all Debt Securities of such series and/or such other amount or amounts as the Debt Securities or supplemental indenture with respect to such series may provide, if not already due and payable, to be immediately due and payable; and upon any such declaration all Debt Securities of such series shall become and be immediately due and payable, anything in this Indenture or in any of the Debt Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of (and/or such other specified amount on) the Debt Securities of such series shall so become due and payable, and before any judgement or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities of such series and the principal of (and/or such other specified amount) and premium, if any, on any and all Debt Securities of such series which shall have become due otherwise than by acceleration, with interest on such principal (and/or such other specified amount) and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, at the rate specified in the Debt Securities of such series (or, if no such rate is specified, at the rate borne by the Debt Securities of such series), to the date of such payment or deposit, and the reasonable compensation and expenses of the Trustee, and any and all defaults under this Indenture with respect to the Debt Securities of such series, other than the nonpayment of principal of (and/or such other specified amount) or premium, if any, and accrued interest on Debt Securities of such series which shall have become due by acceleration, shall have been remedied, then and in every such case the Trustee shall, upon written request or consent of the holders of a majority in aggregate principal amount of the Debt Securities then Outstanding of such series delivered to the Company and to the Trustee, waive such default and its consequences and rescind or annul such declaration and its consequences, but no such waiver, rescission or annulment shall extend to or affect any subsequent default, or impair any right consequent thereon. For all purposes under this Indenture, if the portion of the principal amount as may be specified in the terms of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, payment of such portion of the principal amount thereof, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.
Appears in 2 contracts
Samples: Indenture (Constellation International Holdings LTD), Indenture Agreement (Constellation Australia Pty LTD)
Events of Default Defined. Any one or more of the following shall constitute events constitutes an “Event of Default” under a Property ScheduleDefault hereunder:
(a) Failure by Lessee the District to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;herein or to maintain insurance as specified in Article V.
(b) Failure by Lessee the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph the preceding clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatthe Bank or the Assignee. However, if in the reasonable opinion of the District the failure stated in the notice cancan be corrected, but not be corrected within the applicable such 30 day period, Lessor will the Bank or the Assignee shall not unreasonably withhold its their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by Lessee the District within the applicable such 30 day period and diligently pursued until the default is corrected;.
(c) Any statementThe filing by the District of a voluntary petition in bankruptcy, representation or warranty made failure by Lessee in or pursuant the District promptly to the Property Schedule or its lift any execution, delivery garnishment or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeattachment, or of all or a substantial part adjudication of the assets of LesseeDistrict as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the District for the benefit of creditors, (iv) have or the entry by the District into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the District in any bankruptcyproceedings instituted under the provisions of the Federal Bankruptcy Code, reorganization as amended, or insolvency proceeding; orunder any similar acts which may hereafter be enacted.
(d) Any representation, warranty or certification made by the District hereunder or in connection herewith shall have been incorrect or misleading when made.
(e) An orderAny default occurs under any other agreement for borrowing money or receiving credit under which the District may be obligated as borrower, judgment if such default consists of (i) the failure to pay any amount when due under such agreement or decree (ii) the failure to perform any other obligation thereunder and such failure gives the holder of such agreement the right to accelerate the amounts payable thereunder.
(f) The District shall be entered abandon any part of the Facilities or the Property.
(g) The assignment or transfer of the District’s interest in this Lease Agreement or the Site Lease or any part thereof without the written consent of the Bank and the Assignee, either voluntarily or by any operation of law or otherwise.
(h) Any court of competent jurisdiction, approving jurisdiction shall find or rule that the Site Lease or this Lease Agreement is not a petition valid or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part binding agreement of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysDistrict.
Appears in 2 contracts
Events of Default Defined. Any The following shall be “events of default” for the purposes of this Lease Agreement and the terms “events of default” and “default” means, whenever they are used in this Lease Agreement, with respect to the Leased Property, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(ai) Failure Except when not paid due to the Lessee not having lawfully available funds budgeted therefor, failure by the Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;herein, and the continuation of such failure for a period of five days.
(bii) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect pursuant to the Property ScheduleTrust Agreement or this Lease Agreement, other than as referred to in subparagraph clause (ai) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to the Lessee by the Lessor, unless Lessor shall agree the Owners of not less than five percent in writing to an extension of such time prior to its expirationaggregate principal amount evidenced by Certificates then Outstanding; provided thatprovided, however, if the failure stated in the notice cancan be corrected, but not be corrected within the applicable period, none of the Lessor will not or such Owners shall unreasonably withhold its their consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;.
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make The filing by the Lessee of a general voluntary petition in bankruptcy, or failure by the Lessee promptly to lift any execution, garnishment or attachment, or adjudication of the Lessee as a bankrupt, or assignment by the Lessee for the benefit of creditors, (iv) have or the entry by the Lessee into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against applicable to the Lessee in any bankruptcyproceedings instituted pursuant to the provisions of the federal bankruptcy statute, reorganization as amended, or insolvency proceedingpursuant to any similar acts that may hereafter be enacted. Notwithstanding the foregoing, if, by reason of force majeure, the Lessee is unable to perform or observe any agreement, term or condition of this Lease Agreement, other than any obligation to make Lease Payments or Additional Rent required pursuant to this Lease Agreement and to comply with Section 2.3 hereof, the Lessee shall not be deemed in default during the continuance of such inability. However, the Lessee shall promptly give notice to the Lessor of the existence of any event of force majeure and shall use its best efforts to remove the effects thereof; or
(e) An order, judgment provided that the settlement of strike or decree labor disturbances shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of entirely within the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days’s discretion.
Appears in 2 contracts
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property ScheduleLease:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under such Lease within 10 days after the time date when due as specified thereintherein or (ii) maintain insurance as required under such Lease (including Section 7.02 of this Agreement as incorporated in such Lease);
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement or such Lease on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor (including, without limitation, the occurrence of any event of default under any other Lease), the obligations of which are payable from Lessee’s General Fund, or (ii) arises under any obligation payable from Lessee’s General Fund under which there is outstanding, owing or committed an aggregate amount in excess of $1,000,000.00;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,
Appears in 2 contracts
Samples: Master Equipment Lease/Purchase Agreement, Master Equipment Lease/Purchase Agreement
Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee to pay if failure shall be made in the payment of the principal of this Note or in the payment of any Lease Payment under installment of interest on this Note when and as the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee to observe same shall become due and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall continue for a period of thirty five (305) days after written notice specifying such failure and requesting that it be remedied payment is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationdue; provided that, or
(ii) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or its directors or a majority of its stockholders shall vote to dissolve or liquidate the Company; or
(eiii) An if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be stayed or vacated or set aside within ninety (90) days from the filing thereof; or
(iv) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed not be stayed or vacated or set aside within ninety (90) days from the date of the entry thereof.
(v) In addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Note at any time after (x) an Event of Default or (y) the Maturity Date at the conversion price then in-effect. The Holder need not provide and in effect for the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of 60 consecutive daysits rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.
Appears in 2 contracts
Samples: Convertible Promissory Note (Kindcard, Inc.), Convertible Promissory Note (Boston Therapeutics, Inc.)
Events of Default Defined. Any of the The following shall constitute be an “Event of Default” under a Property Schedule:
(a) Failure this Ground Lease: failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee Authority to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) abovehereunder, for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, has been given to Lessee the Authority and the Trustee by Lessorthe Board, unless Lessor the Board shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Board shall not unreasonably withhold its consent to an extension of such time if corrective action is shall be instituted by Lessee the Authority or the Trustee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant corrected. The foregoing provisions of this Section are subject to the Property Schedule following limitations: if, by reason of force majeure, the Authority shall be unable in whole or in part to carry out any agreement on its executionpart herein contained, delivery the Authority shall not be deemed in default during the continuance of such inability. The Authority agrees, however, to remedy with all reasonable dispatch the cause or performance causes preventing the Authority from carrying out its agreement; provided, however, that the settlement of strikes, lockout and other industrial disturbances shall prove be entirely within the discretion of the Authority, and the Authority shall not be required to have been falsemake settlement of strikes, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent lockouts and other industrial disturbances by acceding to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part demands of the assets opposing party or parties when such course is in the judgment of Lessee, (ii) be unable, fail or admit in writing its inability generally the Authority unfavorable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage Authority. A copy of any insolvency law or any answer admitting Notice required by this Section shall also be provided to the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysTrustee.
Appears in 2 contracts
Samples: Ground Lease Agreement, Ground Lease Agreement
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the terms "event of default" or "default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by the Lessee to pay any Lease Payment under or cause to be paid the Property Schedule or other payment rent required to be paid with respect thereto under Section 4.03 hereof at the time times specified therein;, and Lessee further fails to make such payments within ten (10) days of receipt of written notice from Lessor requesting such payments.
(b) Failure by the Lessee to observe and perform any covenant, condition or agreement in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty sixty (3060) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to the Lessee by Lessorthe Lessor or the Trustee, unless Lessor shall agree in writing to an extension of such time prior to its expirationif any; provided that, that if the any such failure stated in the notice shall be such that it cannot be corrected within the applicable such sixty (60) day period, Lessor will it shall not unreasonably withhold its consent to constitute an extension event of such time default if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;.
(c) Any statementThe dissolution or liquidation of the Lessee or the filing of the Lessee of a voluntary petition in bankruptcy, representation or warranty made failure by the Lessee in or pursuant promptly to the Property Schedule or its institute judicial proceedings to lift any execution, delivery garnishment or performance shall prove attachment of such consequence as will impair its ability to have been false, incorrect, misleading or breached in any material respect carry on its operations at the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeProject, or the commission by the Lessee of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeLessee as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Lessee for the benefit of its creditors, (iv) have or the entry by the Lessee into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the approval by the court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against applicable to the Lessee in any bankruptcyproceeding for its reorganization instituted under the provisions of the United States Bankruptcy Code, reorganization as amended, or insolvency proceeding; or
(e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Lessee," as used in this subsection, judgment shall not be construed to include the cessation of the corporate existence of the Lessee resulting either from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Lessee into or with another corporation or a petition dissolution or appointing liquidation of the Lessee following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of its assets as an entirety, under the assets of Lessee, conditions permitting such actions contained in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 7.03 hereof.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Events of Default Defined. Any The following shall be “events of default” under this Agreement and the term “events of default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2001 Series B Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee.
(d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) apply for relief in respect of Company, or consent to of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of Lessee, (ii) be unable, fail Company or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for the benefit of creditors, (iv) have 90 days or an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree approving or ordering any of the foregoing shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysentered.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Events of Default Defined. Any of the (a) The following shall constitute an each be “Event Events of Default” under a Property Schedulethis Lease Agreement:
(ai) Failure the failure by Lessee the Sublessee to observe and perform any covenant contained in Sections 1.1(f), 2.1, 2.2, 4.2, 4.5, 4.6, 4.13, 4.15, and Article VI hereof;
(ii) the failure by the Sublessee to pay any Lease Payment under the Property Schedule or other payment required cause to be paid with respect thereto at PILOT Payments or the time specified thereinRecapture Benefits, in each case on the dates due;
(biii) Failure the occurrence and continuation of a Recapture Event;
(iv) any representation or warranty of the Sublessee herein, in any of the Sublessee Documents or in the Project Application Information shall prove to have been false or misleading in any material respect;
(v) the failure by Lessee the Sublessee to observe and perform any covenant, condition or agreement hereunder on its part to be observed or performed with respect to the Property Schedule, other than as (except obligations referred to in subparagraph 5.1(a)(i), (aii) above, and (vi)) for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, has been given to Lessee the Sublessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedAgency;
(cvi) Any statementthe dissolution or liquidation of the Sublessee; or the failure by the Sublessee to release, representation stay, discharge, lift or warranty made by Lessee in or pursuant to the Property Schedule or its bond within thirty (30) days any execution, delivery garnishment, judgment or performance shall prove attachment of such consequence as may impair its ability to have been false, incorrect, misleading carry on its operations; or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to failure by the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability Sublessee generally to pay its debts as they become due, (iii) make a general ; or an assignment by the Sublessee for the benefit of creditors; or the commencement by the Sublessee (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Sublessee (as the debtor), (iv) have an wherein a court having jurisdiction in the premises enters a decree or order for relief entered against it under applicable federal bankruptcy lawthe Sublessee as the debtor, or such case or proceeding is consented to by the Sublessee or remains undismissed for forty (v40) file a voluntary petition in bankruptcy days, or a petition the Sublessee consents to or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting admits the material allegations of a petition filed against Lessee it in any bankruptcy, reorganization such case or insolvency proceeding; oror a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Sublessee for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors;
(evii) An orderan Event of Default under the Lease Agreement shall have occurred and be continuing.
(b) Notwithstanding the provisions of Section 5.1(a), judgment or decree if by reason of force majeure any party hereto shall be entered unable in whole or in part to carry out its obligations under Sections 4.13 of this Lease Agreement, and if such party shall give notice and full particulars of such force majeure in writing to the other party, within a reasonable time after the occurrence of the event or cause relied upon, such obligations under this Lease Agreement of the party giving such notice (and only such obligations), so far as they are affected by such force majeure, shall be suspended during continuation of the inability, which shall include a reasonable time for the removal of the effect thereof. The term “force majeure” as used herein shall include, without limitation, acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts, priorities or orders of any court kind of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator the government of Lessee the United States of America or of all the State or a substantial part any of their departments, agencies, governmental subdivisions or officials or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, shortages of labor or materials or delays of carriers, partial or entire failure of utilities, shortage of energy or any other cause or event not reasonably within the control of the assets party claiming such inability and not due to its fault. The party claiming such inability shall remove the cause for the same with all reasonable promptness. It is agreed that the settlement of Lesseestrikes, in each case without its application, approval or consentlockouts and other industrial disturbances shall be entirely within the discretion of the party having difficulty, and such orderthe party having difficulty shall not be required to settle any strike, judgment lockout and other industrial disturbances by acceding to the demands of the opposing party or decree shall continue unstayed and in effect for any period of 60 consecutive daysparties.
Appears in 2 contracts
Samples: Agency Compliance Agreement (CVD Equipment Corp), Agency Compliance Agreement (CVD Equipment Corp)
Events of Default Defined. Any The following shall be Events of Default hereunder and the term Event of Default shall mean, whenever it is used herein, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay make any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at under Section 5.3 on or before the time specified therein;date that the payment is due and continuance of such failure for ten Business Days after receipt of notice of such failure from the Trustee.
(b) Failure by Lessee the Company to observe and perform any other covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Agreement (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to Lessee the Company by Lessorthe Trustee, unless Lessor the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected remedied within the applicable period, Lessor the Board and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by Lessee the Company within the applicable period and diligently pursued until the default is corrected;
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Company contained in this Agreement, or pursuant any instrument furnished in compliance with or in reference to this Agreement or the Property Schedule Indenture, is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;respect; or
(d) Lessee shall (i) apply for The dissolution or consent to liquidation of the appointment Company or the filing by the Company of a receiver, trustee, custodian or liquidator of Lesseevoluntary petition in bankruptcy, or the Commission by the Company of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeCompany as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Company for the benefit of its creditors, (iv) have or the entry by the Company into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Company in any bankruptcyproceeding for its reorganization instituted under the provisions of the Federal bankruptcy statutes, reorganization as amended, or insolvency proceeding; or
(e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Company", judgment as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Company into or with another corporation or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of the its assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysas an entirety.
Appears in 2 contracts
Samples: Lease Agreement (Mead Corp), Lease Agreement (Meadwestvaco Corp)
Events of Default Defined. Any The following will be “Events of Default” under this Assistance Agreement and the following shall constitute an term “Event of Default” under a Property Schedule:or “Default” will mean, whenever it is used in this Assistance Agreement, any one or more of the following events:
(aA) Failure by Lessee the Borrower to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto payments at the time times specified therein;herein.
(bB) Failure by Lessee the Borrower to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (aA) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is will have been given to Lessee the Borrower by Lessor, the Authority unless Lessor shall agree the Authority agrees in writing to an extension of such time prior to before its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Borrower within the applicable period and diligently pursued until the default such failure is corrected;.
(cC) Any statement, representation The dissolution or warranty made by Lessee in or pursuant to liquidation of the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeBorrower, or the voluntary initiation by the Borrower of all any proceeding under any federal or a substantial part Kentucky law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt, or any other form of debtor relief, or the assets initiation against the Borrower of Lesseeany such proceeding which remain undismissed for sixty days, (ii) be unable, fail or admit in writing its inability the entry by the Borrower into an agreement of composition with creditors or the failure generally by the Borrower to pay its debts as they become due, .
(iiiD) make a general assignment for A default by the benefit of creditors, (iv) have an order for relief entered against it Borrower under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the provisions of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without agreements relating to its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysDebt Obligations.
Appears in 2 contracts
Samples: Assistance Agreement, Assistance Agreement
Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the Holders of this Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule or other payment required to be paid with respect thereto at of the time specified therein;
(b) Failure by Lessee to observe principal when and perform any covenant, condition or agreement on its part to be observed or performed with respect to as the Property Schedule, other than as referred to in subparagraph (a) above, same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or
(ii) if failure shall be made in the payment of any installment of interest any of the Notes when and as the same shall become due and payable whether at maturity or otherwise and such failure shall continue for ten (10) days after the date such payment is due; or
(iii) if the Company shall violate or breach any of the representations, warranties and covenants contained in the Note and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the holder of the Note; provided that, or
(iv) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company other than a liquidation involving a transfer of assets from a Subsidiary to the Company; or
(ev) An if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or
(vi) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company, or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company or any Material Subsidiary seeking a reorganization or arrangement of the Company or any Material Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed and in effect for any period not be vacated or set aside within ninety (90) days from the date of 60 consecutive daysthe entry thereof.
Appears in 2 contracts
Samples: Convertible Note Agreement (Gopher Protocol Inc.), Convertible Note Agreement (Gopher Protocol Inc.)
Events of Default Defined. Any of the The following shall each constitute an “Event of Default” under a Property Schedulehereunder:
(a) Failure by Lessee the failure of the Company to pay make any Lease Payment under the Property Schedule payment of principal of or other payment required to be paid with respect thereto at the time specified thereininterest on this Note when due;
(b) Failure by Lessee to observe and perform any covenantthe Company shall, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unableunable to, fail or admit in writing its inability generally to inability, pay its debts generally as they become duemature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) have be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an order for relief entered involuntary case or other proceeding commenced against it under applicable federal bankruptcy lawit, or (vvi) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing;
(ec) An order, judgment or decree shall be entered by any court proceedings for the appointment of competent jurisdiction, approving a petition or appointing a receiver, trustee, liquidator or custodian or liquidator of Lessee the Company or of all or a substantial part of the assets property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of Lesseecommencement;
(d) any representation, warranty or certification made herein or pursuant hereto (or in each case without any modification or supplement hereto) or under the Subscription Agreement by the Company was not true or correct in any material respect when made;
(e) the Company shall default in the performance of any of its applicationobligations under, approval or consentshall otherwise breach, any covenant in any agreement or instrument for borrowed money in an aggregate amount in excess of $500,000, the effect of which causes or permits any holder or holders of such agreement or instrument to cause such borrowed money to be declared due and payable prior to its stated maturity and such order, judgment holder or decree holders in fact declare such money due and payable; and
(f) one or more judgments for the payment of money in any aggregate amount in excess of $500,000 (to the extent not covered by insurance) shall continue unstayed be rendered against the Company and in effect the same shall remain undischarged for any a period of 60 consecutive days90 days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company to enforce such judgment.
Appears in 2 contracts
Samples: Note (Handheld Entertainment, Inc.), Subscription Agreement (Handheld Entertainment, Inc.)
Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Events of Default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2007 Series A Bonds, and such failure shall cause an Event of Default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered.
(d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing.
(e) An order, judgment or decree shall be entered by any court The occurrence of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator an Event of Lessee or of all or a substantial part of Default under the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIndenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Events of Default Defined. Any (a) Each of the following shall constitute be an “Event of Default” under a Property ScheduleDefault hereunder:
(ai) Payment of any installment of interest, principal, or premium, if any, on the Bonds is not made when due and payable; or
(ii) An Act of Bankruptcy shall occur; or
(iii) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee Issuer to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleunder this Indenture, other than as referred to in subparagraph (ai) above, for a period of thirty (30) 30 days after written notice is given to the Issuer, specifying such failure and requesting that it be remedied is given to Lessee remedied, by Lessorthe Trustee; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the notice canis such that it can be remedied but not be corrected within the applicable such 30-day period, Lessor will it shall not unreasonably withhold its consent to constitute an extension Event of such time Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by Lessee the Issuer within the applicable such period and is diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingremedied; or
(eiv) An orderThe occurrence of an Event of Default under the Loan Agreement; or
(v) Failure by the Issuer to comply with the Act;
(b) The Trustee shall promptly notify the Issuer and the Company in writing of the occurrence of any Event of Default after it receives written notice or has actual knowledge of such occurrence. In determining whether a payment default has occurred or whether a payment on the Bonds has been made under this Indenture, judgment or decree no effect shall be entered by given to payments made under the Bond Insurance Policy. The Bond Insurer shall receive immediate notice of any court payment default and notice of competent jurisdiction, approving a petition any other default known to the Trustee or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part the Issuer within 30 days of the assets of Lessee, in each case without its application, approval Trustee’s or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe Issuer’s knowledge thereof.
Appears in 2 contracts
Samples: Trust Indenture (York Water Co), Trust Indenture (York Water Co)
Events of Default Defined. Any of the The following shall each constitute an “Event of Default” under a Property Schedulehereunder:
(a) Failure by Lessee the failure of the Company to pay make any Lease Payment under the Property Schedule payment of principal of or other payment required to be paid with respect thereto at the time specified thereininterest on this Note when due;
(b) Failure by Lessee to observe and perform any covenantthe Company shall, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unableunable to, fail or admit in writing its inability generally to inability, pay its debts generally as they become duemature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) have be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an order for relief entered involuntary case or other proceeding commenced against it under applicable federal bankruptcy lawit, or (vvi) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing;
(ec) An order, judgment or decree shall be entered by any court proceedings for the appointment of competent jurisdiction, approving a petition or appointing a receiver, trustee, liquidator or custodian or liquidator of Lessee the Company or of all or a substantial part of the assets property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 90 days of Lesseecommencement;
(d) any representation, warranty or certification made herein or pursuant hereto (or in each case any modification or supplement hereto) or under the Registration Rights Agreement or the Subscription Agreement by the Company was not true or correct in any material respect when made;
(e) the Company shall Incur any Senior Debt without the prior written approval of the Secured Party;
(f) the Company shall default in the performance of any of its applicationobligations under, approval or consentshall otherwise breach, any covenant in any agreement or instrument for borrowed money in an aggregate amount in excess of $500,000, the effect of which causes or permits any holder or holders of such agreement or instrument to cause such borrowed money to be declared due and payable prior to its stated maturity and such order, judgment holder or decree holders in fact declare such money due and payable; and
(g) one or more judgments for the payment of money in any aggregate amount in excess of $500,000 (to the extent not covered by insurance) shall continue unstayed be rendered against the Company and in effect the same shall remain undischarged for any a period of 60 consecutive days90 days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company to enforce such judgment.
Appears in 2 contracts
Samples: Subscription Agreement (Nephros Inc), Subscription Agreement (Nephros Inc)
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within 10 days of the time date when due as specified thereinherein or (ii) maintain insurance as required herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,
Appears in 2 contracts
Samples: Equipment Lease/Purchase Agreement, Equipment Lease/Purchase Agreement
Events of Default Defined. Any of the following shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee Issuer to pay make any Lease Payment under payment of principal of, or interest or premium on, the Property Schedule Bond, or other payment required to be paid with respect thereto under this Agreement, at the time specified therein;
(b) Failure by Lessee Issuer to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property ScheduleBond or this Agreement, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee Issuer by Lessorthe Owner, unless Lessor the Owner shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Owner will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee Issuer within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee Issuer in this Agreement or pursuant to the Property Schedule or its execution, delivery or performance Bond shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee Issuer shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeIssuer, or of all or a substantial part of the assets of LesseeIssuer, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee Issuer in any bankruptcy, reorganization or insolvency proceeding;
(e) Issuer shall default on any of its indebtedness issued (including any leases, liens, loans or other obligations subject to the annual appropriation of funds) whether or not on a parity basis with the Bond, which indebtedness remains uncured after any applicable cure period permitted by such indebtedness; or
(ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee Issuer or of all or a substantial part of the assets of LesseeIssuer, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
Appears in 2 contracts
Samples: Bond Purchase and Loan Agreement, Bond Purchase and Loan Agreement
Events of Default Defined. Any The following will be “Events of Default” under this Agreement and the following shall constitute an term “Event of Default” under a Property Scheduleor “Default” will mean, whenever it is used in this Agreement, any one or more of the following events:
(a) A. Any unauthorized or improper expenditure of funds by the Grantee, or expenditure of funds by the Grantee other than in accordance with the terms of this Agreement.
B. Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee Grantee to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (aA) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is will have been given to Lessee the Grantee by Lessor, the Authority unless Lessor shall agree the Authority agrees in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Grantee within the applicable period and diligently pursued until the default such failure is corrected;.
(c) Any statement, representation C. The dissolution or warranty made by Lessee in or pursuant to liquidation of the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeGrantee, or the voluntary initiation by the Grantee of all any proceeding under any federal or a substantial part Kentucky law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the assets initiation against the Grantee of Lesseeany such proceeding which remain undismissed for sixty (60) days, (ii) be unable, fail or admit in writing its inability the entry by the Grantee into an agreement of composition with creditors or the failure generally by the Grantee to pay its debts as they become due, (iii) make a general assignment for .
D. A default by the benefit of creditors, (iv) have an order for relief entered against it Grantee under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the provisions of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without agreements relating to its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysdebt obligations.
Appears in 2 contracts
Samples: Grant Assistance Agreement, Grant Assistance Agreement
Events of Default Defined. Any The following shall be “events of default” under this Installment Sale Agreement and the terms “events of default” and “default” shall mean, whenever they are used in this Installment Sale Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the District to pay any Lease Installment Payment under by the Property Schedule Installment Payment Date or failure to make any other payment required to be paid with respect thereto hereunder at the time specified therein;herein; or
(b) Failure by Lessee the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to in this Installment Sale Agreement or the Property ScheduleTrust Agreement, other than as referred to in subparagraph clause (a) aboveof this Section 7.01, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessorthe Authority, unless Lessor shall agree the Trust Administrator or the Owners of not less than twenty-five percent (25%) in writing to an extension aggregate principal amount of such time prior to its expirationCertificates then Outstanding; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Authority, the Trust Administrator or such Owners, as applicable, shall not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the District within the applicable period and diligently pursued until the default is corrected;; or
(c) Any statementThe filing by the District of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, representation or warranty made the approval by Lessee in a court of competent jurisdiction of a petition filed with or pursuant to without the Property Schedule consent of the District seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the District or of the whole or any substantial part of its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;property; or
(d) Lessee An event of default shall (i) apply for or consent have occurred and be continuing with respect to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.Parity
Appears in 2 contracts
Samples: Installment Sale Agreement, Installment Sale Agreement
Events of Default Defined. Any The entire unpaid Principal Amount of this Note, together with interest thereon shall, on written notice to the Company given by the Holder of this Note, forthwith become and be due and payable without presentment, demand, protest or any other action nor obligation of the Holder of any kind, all of which are hereby expressly waived, if any one or more the following events (“Events of Default”) shall constitute an “have occurred and be continuing; provided, however, that no notice shall be required and this Note shall automatically become due and payable if any of the events described in Article 2(a)(iii) through (vi) occurs. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee if failure shall be made in the payment of the Principal Amount or any interest under or on this Note when, as and in the manner (i.e., cash or Common Stock) as the same shall become due pursuant to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;terms hereof; or
(bii) Failure by Lessee if the Company shall violate or breach to observe a material extent any of the representations, warranties and perform any covenant, condition covenants contained in this Note or agreement on its part to be observed the Security Agreement and such violation or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, breach shall continue for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the Holder; provided that, or
(iii) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or its board of directors or a majority of its stockholders shall vote to dissolve or liquidate the Company; or
(eiv) An if an involuntary petition shall be filed against the Company seeking relief against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or
(v) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court (not subject to appeal) appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company, or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or
(vi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or of all or any substantial part of the property of the Company and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.
Appears in 2 contracts
Samples: Interest Contribution Agreement (First Capital Real Estate Trust Inc), Interest Contribution Agreement (Photomedex Inc)
Events of Default Defined. Any of the following shall constitute an will be “Event Events of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) aboveSection 35(a), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee by Lessor, unless Lessor shall will agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall will prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by Lessee shall or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement;
(e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(ef) An order, judgment or decree shall will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall will continue unstayed and in effect for any period of 60 30 consecutive days.
Appears in 2 contracts
Samples: Public Property Finance Act Lease Purchase Agreement, Lease Purchase Agreement
Events of Default Defined. Any of the The following shall constitute an be “Event Events of Default” under a Property Schedulethis Guaranty Agreement:
(a) Failure by Lessee failure to pay any Lease Payment under amount payable by the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinGuarantor hereunder;
(b) Failure by Lessee failure of the Guarantor to observe and or perform any other covenant, condition or agreement on its part to be observed or performed with respect pursuant to the Property Schedule, other than as referred to terms hereof and the continuation of such default in subparagraph (a) above, observance or performance for a period of thirty ninety (3090) days after written notice specifying such failure and requesting that it be remedied is thereof shall have been given to Lessee the Guarantor by Lessorthe Trustee; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the any such notice cannot be corrected within the applicable period, Lessor will it shall not unreasonably withhold its consent to constitute the basis of an extension Event of such time Default hereunder if corrective action capable of remedying such failure is instituted by Lessee the Guarantor within the applicable period and diligently pursued until the default failure is corrected;
(c) Any statement, if any representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance herein shall prove to have been false, incorrect, false or misleading or breached in any material respect on the date when made;respect; or
(d) Lessee the Guarantor shall (i) apply have applied for or consent consented to the appointment of a custodian, receiver, trustee, custodian trustee or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) its assets; shall generally not be unable, fail or admit in writing its inability generally to pay paying its debts as they become due, (iii) make ; shall have made a general assignment for the benefit of creditors, (iv) ; shall have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or submitted a petition or an answer seeking seeking, reorganization or an arrangement with creditors or taking advantage of any insolvency law or any creditors; shall have submitted an answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An shall have entered against it an order, judgment or decree shall be entered decree, without the application, approval or consent of the Guarantor, by any court of competent jurisdiction, jurisdiction approving a petition seeking reorganization of the Guarantor, or appointing a custodian, receiver, trustee, custodian trustee or liquidator of Lessee the Guarantor or of all or a substantial part of the assets any of Lessee, in each case without its application, approval or consentassets, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 ninety (90) consecutive days; or shall have filed a voluntary petition in bankruptcy.
Appears in 2 contracts
Samples: Guaranty Agreement (Huntington Ingalls Industries, Inc.), Guaranty Agreement (New Ships, Inc.)
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2007 Series A Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered.
(d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing.
(e) An order, judgment or decree shall be entered by any court The occurrence of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator an Event of Lessee or of all or a substantial part of Default under the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIndenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Events of Default Defined. Any The occurrence of any one or more of the following events shall constitute be an “"Event of Default” " under a Property Schedulethis Fee Agreement:
(a) Failure by Lessee If the Company or Sponsor Affiliate, as may be applicable, shall fail to pay make any Lease Payment Payment-in-Lieu-of-Taxes, any payment of a FILOT Deficiency Amount or SSRC Deficiency Amount or any other amount required under this Fee Agreement and such failure shall continue for 30 days after receiving written notice of default from the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;County; or
(b) Failure by Lessee If the Company or Sponsor Affiliate, as may be applicable, shall fail to observe and or perform any material covenant, condition or agreement on its part required herein to be observed or performed with respect to by the Property Schedule, Company or Sponsor Affiliate (other than as referred to in subparagraph (aSection 9.1(a) abovehereof), and such failure shall continue for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is of default has been given to Lessee the Company and Sponsor Affiliate by Lessorthe County, unless Lessor or such additional time as may be reasonably necessary under the particular circumstances so long as the Company or Sponsor Affiliate, as may be applicable, commences to cure such default within such 30-day period and thereafter diligently pursues such cure to completion. If, by reason of "force majeure" as hereinafter defined, the Company or Sponsor Affiliate is unable in whole or in part to carry out any such material covenant, condition or agreement or if it takes longer than 30 days to cure such default and the Company or Sponsor Affiliate, as may be applicable, is diligently attempting to cure such default, there shall agree in writing to an extension be no Event of Default during such time prior to its expiration; provided that, if the failure stated in the notice caninability. The term "force majeure" as used herein shall mean circumstances not be corrected reasonably within the applicable periodcontrol of the Parties, Lessor will not unreasonably withhold its consent to an extension such as, without limitation, acts of such time if corrective action is instituted by Lessee within God, strikes, lockouts or other industrial disturbances; war; acts of public enemies or of terrorists; mobilization or military conscription on a large scale; order of any kind of the applicable period and diligently pursued until government of the default is corrected;
(c) Any statement, representation United States or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeState, or of all any civil or a substantial part of military authority other than the assets of LesseeCounty Council; insurrections; riots; landslides; earthquakes; fires; lightning; storms; droughts; floods; requisitions, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy lawconfiscation, or (v) file a voluntary petition in bankruptcy commandeering of property; fuel restrictions; general shortages of transport, goods, or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingenergy; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
Appears in 2 contracts
Samples: Fee in Lieu of Tax and Special Source Credit Agreement, Fee in Lieu of Tax and Special Source Credit Agreement
Events of Default Defined. Any one of the following shall constitute be an “Event of Default” Default under a Property Schedulethis Loan Agreement:
(a) Failure by Lessee the Governmental Unit to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Loan Agreement on the time specified thereindate on which it is due and payable;
(b) Failure by Lessee the Governmental Unit to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleunder this Loan Agreement, other than as referred to in subparagraph paragraph (a) above), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee the Governmental Unit by Lessor, the Finance Authority or the Trustee unless Lessor the Finance Authority and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Finance Authority or the Trustee but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Finance Authority and the Trustee will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Governmental Unit within the applicable period and diligently pursued until the default failure is corrected; and provided, further, that if by reason of force majeure the Governmental Unit is unable to carry out the agreements on its part herein contained, the Governmental Unit shall not be deemed in default under this paragraph (b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default);
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Governmental Unit contained in this Loan Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Loan Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect;
(d) Lessee A petition is filed against the Governmental Unit under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority and the Trustee shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests;
(e) The Governmental Unit files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or
(f) The Governmental Unit admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or
(e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Governmental Unit for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for any period more than thirty (30) days, but the Finance Authority and the Trustee shall have the right to intervene in the proceedings prior to the expiration of 60 consecutive dayssuch thirty (30) days to protect their interests.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Events of Default Defined. Any Whenever used herein with respect to Securities of a particular series, "Event of Default" means any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents which has occurred and is continuing:
(a1) Failure by Lessee to pay default in the payment of any Lease Payment under installment of interest upon any of the Property Schedule or other payment required to be paid with respect thereto at Securities of that series, as and when the time specified therein;
(b) Failure by Lessee to observe same shall become due and perform any covenantpayable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and continuance of such default for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected30 days;
(c2) Any statementdefault in the payment of the principal of (or premium, representation or warranty made by Lessee in or if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, pursuant to the Property Schedule any sinking fund obligation, by declaration or its executionotherwise, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeand continuance of such default for a period of three Business Days;
(d3) Lessee failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company with respect to that series contained in such Securities or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 33% in principal amount of the Securities of that series at the time outstanding;
(i4) apply a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation or reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable Federal or State law, and such decree or order shall have continued unvacated and unstayed for a period of 90 consecutive days; or an involuntary case shall be commenced under such Code in respect of the Company and shall continue undismissed for a period of 90 consecutive days or an order for relief in such case shall have been entered; or a decree or order of a court having jurisdiction in the premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, and such decree or order shall have remained in force unvacated and unstayed for a period of 90 consecutive days;
(5) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking liquidation or reorganization under the Federal Bankruptcy Code or any other similar applicable Federal or State law, or shall consent to the filing of any such petition, or shall consent to the appointment on the ground of insolvency or bankruptcy of a receiver, trustee, receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of Lesseeit or of its property, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) shall make a general an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e6) An orderthe occurrence of any other Event of Default with respect to Securities of such series, judgment or decree shall be entered as contemplated by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 2.01 hereof.
Appears in 2 contracts
Samples: Indenture (United States Cellular Corp), Indenture (Telephone & Data Systems Inc /De/)
Events of Default Defined. Any The following shall be “events of default” under this Lease and the terms “events of default” and “default” shall mean, whenever they are used in this Lease, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(ai) Failure by Lessee the Council to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto under this Lease at the time specified therein;herein and the continuation of said failure for a period of 3 days after telephonic, telegraphic or other electronic notice given by the Lessor that the payment referred to in such notice has not been received, such telephonic, telegraphic or other electronic notice to be subsequently confirmed in writing, or after written notice.
(bii) Failure by Lessee the Council to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph clause (ai) aboveof this Section, for a period of thirty (30) 45 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the Council by the Lessor, unless the Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Council within the applicable period and diligently pursued until the default is corrected;.
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make The filing by the Council of a general voluntary petition in bankruptcy, or failure by the Council promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of the Council to carry on its governmental or proprietary function or adjudication of the Council as a bankrupt, or assignment by the Council for the benefit of creditors, (iv) have or the entry by the Council into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Council in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part proceedings instituted under the provisions of the assets of LesseeFederal Bankruptcy Statute, in each case without its applicationas amended, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for under any period of 60 consecutive dayssimilar acts which may hereafter be enacted.
Appears in 2 contracts
Events of Default Defined. Any The following shall be Events of Default hereunder and the term Event of Default shall mean, whenever it is used herein, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay make any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at under Section 5.3 on or before the time specified therein;date that the payment is due and continuance of such failure for ten Business Days after receipt of notice of such failure from the Trustee.
(b) Failure by Lessee the Company to observe and perform any other covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Agreement (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to Lessee the Company by Lessorthe Trustee, unless Lessor the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected remedied within the applicable period, Lessor the Board and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by Lessee the Company within the applicable period and diligently pursued until the default is corrected;
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Company contained in this Agreement, or pursuant any instrument furnished in compliance with or in reference to this Agreement or the Property Schedule Indenture, is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;respect; or
(d) Lessee shall (i) apply for The dissolution or consent to liquidation of the appointment Company or the filing by the Company of a receiver, trustee, custodian or liquidator of Lesseevoluntary petition in bankruptcy, or the commission by the Company of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeCompany as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Company for the benefit of its creditors, (iv) have or the entry by the Company into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Company in any bankruptcyproceeding for its reorganization instituted under the provisions of the Federal bankruptcy statutes, reorganization as amended, or insolvency proceeding; or
(e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Company", judgment as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Company into or with another corporation or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of the its assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysas an entirety.
Appears in 2 contracts
Samples: Lease Agreement (Meadwestvaco Corp), Lease Agreement (Mead Corp)
Events of Default Defined. Any The occurrence of any of the following events prior to discharge in full of the Obligations (without the consent in writing of the Collateral Agent) shall (unless waived by the Collateral Agent) constitute an event of default under this Agreement (each, an “Event of Default” under a Property Schedule:”):
(a) Failure A legally binding moratorium becomes effective in respect of the debts of the Corporation including the Obligations. If a such moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinthat moratorium;
(b) Failure by Lessee to observe and perform any covenantThe Corporation goes into bankruptcy, condition winding-up or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correcteddissolution;
(c) Any statementMTIX goes into winding-up, representation dissolution or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when madeadministration;
(d) Lessee shall (i) apply for or consent to the appointment of a liquidator, receiver, trusteeadministrative receiver, custodian administrator, compulsory manager or liquidator other similar officer in respect of Lessee, MTIX or of all or a substantial any material part of the its assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee analogous procedure or step is taken in any bankruptcy, reorganization or insolvency proceeding; orjurisdiction in which MTIX has material assets;
(e) An orderthe Corporation fails to pay to the Secured Parties when due in accordance with the express terms of the Notes as originally issued (and without reference to any acceleration of its payment obligations under the terms of the Notes, judgment by law or decree otherwise) any principal sum (specifically excluding any interest, costs or other sums payable other than the principal amount) repayable under the terms of the Notes, and does not remedy the failure by paying the amount due within 90 days after the due date or, if later, 90 days after payment shall have been demanded in writing by the Person entitled to it. Notwithstanding the foregoing paragraphs of this section 5.1:
(f) No debt owing by MTIX to the Corporation or any member of its group shall be entered deemed due or owing or suspended unless the Corporation or the relevant member of its group takes any steps to enforce payment; and
(g) Nothing done or omitted to be done by any court the Secured Parties or the Collateral Agent in his or their capacity as directors or employees of competent jurisdiction, approving a petition MTIX shall be or appointing a receiver, trustee, custodian give rise to an Event of Default.
(h) Any such process as is described in paragraphs (a) to (d) above shall not constitute an Event of Default if MTIX or liquidator the Corporation notifies the Collateral Agent that such process is contested by MTIX or the Corporation on reasonable grounds and it is in fact reversed or cancelled within 90 days of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive dayscommencement.
Appears in 2 contracts
Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)
Events of Default Defined. Any The entire unpaid principal amount of any notes issued by Lender to Borrower (“Loans”) issued under this Agreement shall forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee to pay If failure shall be made in the payment of the principal of any Lease Payment under Loans when and as the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee to observe same shall become due and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall continue for a period of thirty ten (3010) days after written notice specifying such failure and requesting that it be remedied payment is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correcteddue;
(cii) Any statement, representation or warranty made by Lessee in or pursuant to If the Property Schedule or its execution, delivery or performance Borrower shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Borrower in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its creditors, or shall, in a petition in bankruptcy filed against it be adjudicated a bankrupt, or the Borrower or its directors or a majority of its stockholders shall vote to dissolve or liquidate the Borrower; or
(eiii) An If an involuntary petition shall be filed against the Borrower seeking relief against the Borrower under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be stayed or vacated or set aside within ninety (90) days from the filing thereof; or
(iv) If a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Borrower, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Borrower or of all or a any substantial part of the assets property of Lesseethe Borrower, in each case without its applicationor approving a petition filed against the Borrower seeking a reorganization or arrangement of the Borrower under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Borrower shall be sequestered; and such order, judgment or decree shall continue unstayed and in effect for any period not be stayed or vacated or set aside within ninety (90) days from the date of 60 consecutive daysthe entry thereof.
Appears in 2 contracts
Samples: Master Loan Agreement (American Picture House Corp), Master Loan Agreement (American Picture House Corp)
Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice from the Registered Holders of New Notes in the principal amount of not less than two-thirds of the following aggregate principal amount of New Notes then outstanding, forthwith become and be due and payable if any one or more Events of Default shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee if failure shall be made in the due and punctual payment of the principal of or interest on the New Notes when and as the same shall become due and payable whether at maturity or otherwise, and such failure shall have continued for sixty (60) days and payment thereof is not deferred pursuant to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinArticle 2 hereof;
(bii) Failure by Lessee to observe and perform if the maturity of any covenant, condition Senior Debt shall be accelerated as a result of a breach of or agreement on its part to be observed or performed with respect to default under any instrument governing the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension terms of such time prior to its expiration; provided that, Senior Debt .
(iii) if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceeding; orwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or its directors or the holders of a majority of its equity interest shall vote to dissolve or liquidate the Company;
(eiv) An if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof; or
(v) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or of all or any substantial part of the property of the Company and in effect for any period such custody or control shall not be terminated or stayed within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.
Appears in 1 contract
Samples: Agreement and Accord and Satisfaction (Porta Systems Corp)
Events of Default Defined. Any The following shall be “events of default” under this Agreement and the terms “events of default” and “default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure The failure by Lessee the County to pay any Lease Installment Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;hereunder within five (5) days following when such Installment Payment is due.
(b) The occurrence of an Event of Nonappropriation.
(c) Failure by Lessee the County to observe and perform any warranty, covenant, condition or agreement on its part to be observed or performed herein or otherwise with respect to the Property Schedule, hereto other than as referred to in subparagraph clause (a) aboveor (b) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the County by Lessorthe Lender; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time period and if corrective action is instituted by Lessee the County within the applicable period and diligently pursued until pursued, the default County shall have such additional period of time to correct the failure as shall be necessary to correct such failure so long as such correction is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;diligently pursued.
(d) Lessee shall (i) apply for The County becomes insolvent or consent to the appointment subject of a receiver, trustee, custodian insolvency proceedings; or liquidator of Lesseeis unable, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit admits in writing its inability generally inability, to pay its debts as they become due, (iii) make mature; or makes a general assignment for the benefit of creditors, (iv) have creditors or to an order for relief entered against it under applicable federal bankruptcy law, agent authorized to liquidate any substantial amount of its property; or (v) file a voluntary petition in bankruptcy or files a petition or other pleading seeking reorganization, composition, readjustment or liquidation of assets, or requesting similar relief; or applies to a court for the appointment of a receiver for it or for the whole or any part of its property; or has a receiver or liquidator appointed for it or for the whole or any part of its property (with or without the consent of the County) and such receiver is not discharged within ninety (90) consecutive days after his appointment; or becomes the subject of an “order for relief” within the meaning of the United States Bankruptcy Code; or files an answer seeking reorganization to a creditor’s petition admitting the material allegations thereof for liquidation, reorganization, readjustment or an composition or to effect a plan or other arrangement with creditors or taking advantage of any insolvency law or any answer admitting fail to have such petition dismissed within sixty (60) consecutive days after the material allegations of a petition same is filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orthe County.
(e) An order, judgment The occurrence of an “Event of Default” under the Deed of Trust as defined therein.
(f) The County shall fail to pay the principal of or decree shall be entered by the interest or any court of competent jurisdiction, approving a petition redemption premium on any general obligation bonds or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part notes of the assets County as required by such bonds or notes or the documents providing for the issuance thereof.
(g) Any warranty, representation or statement made by the County herein or in the Deed of Lessee, Trust or any other document executed and delivered by the County in each case without its application, approval connection herewith is found to be incorrect or consent, and such order, judgment or decree shall continue unstayed and misleading in effect for any period material respect as of 60 consecutive daysthe date made.
Appears in 1 contract
Samples: Installment Financing Agreement
Events of Default Defined. Any Each of the events specified in the following shall constitute an “Event of Default” under a Property Schedule:Subsections 13.1
(a) Failure through (g) shall, upon written notice of default from holders of a majority of the outstanding shares of Series C Preferred Stock, be an Event of Default, provided that an Event of Default may be waived in writing by Lessee such holders.
(a) the Company shall breach or default in the performance of or compliance with, any representation or warranty, covenant, agreement, condition or term contained in the Series C Preferred Stock Purchase Agreement which is then applicable or this Certificate of Designations, including the payment of any dividend or redemption amount hereunder, and such default shall not have been remedied within [90] days after written notice thereof shall have been given to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;Company; or
(b) Failure by Lessee the Company shall default in the payment when due of any principal or interest on any material debt instrument or shall default under or fail to perform or observe and perform any covenantmaterial terms, condition covenant or agreement on contained in, any agreement, document or instrument to which it is a party or to which it or its part assets are bound, including any obligation for borrowed money or for the purchase price of property, and such default or failure to be observed perform shall continue and remain unwaived by the obligee for more than 90 days or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a any shorter or longer applicable period of thirty (30) days after written notice specifying grace therein specified, except where the Company is in good faith and through appropriate proceedings contesting such default or failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationperform; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;or EXHIBIT A
(c) Any statement, representation the Company or warranty made by Lessee in or pursuant to any operating subsidiary shall make an assignment for the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment benefit of a receiver, trustee, custodian or liquidator of Lesseecreditors, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have or an order for relief is entered against it the Company or such operating subsidiary under applicable federal any bankruptcy lawlaws or the Company or any such operating subsidiary shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or (v) shall file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company or such operating subsidiary in any bankruptcysuch proceeding, reorganization or insolvency proceedingshall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company or such operating subsidiary, or the Company or its board of directors or its stockholders shall take any action looking to the dissolution or liquidation of the Company or such operating subsidiary and such has not been remedied within 30 days after written notice thereof shall have been given to the Company; or
(d) within 60 days after the commencement of any proceeding against the Company or such operating subsidiary seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or, within 60 days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or such operating subsidiary of all or any substantial part of the properties of the Company or such operating subsidiary, such appointment shall not have been vacated; or
(e) An ordera final judgment which, judgment or decree together with other outstanding final judgments against the Company, exceeds an aggregate of $400,000, shall be entered rendered against the Company and within 90 days after entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal or, within 60 days after the expiration of any such stay, such judgment shall not have been discharged; or
(f) the Company fails to make any redemption payment with respect to the Series C Preferred Stock which it is obligated to make hereunder, whether or not such payment is then legally permissible or is prohibited by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of agreement to which the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysCompany is subject.
Appears in 1 contract
Samples: 12% Convertible Redeemable Preferred Stock Purchase Agreement (Malone Arthur L Jr)
Events of Default Defined. Any The following will be “Events of Default” under this Assistance Agreement and the following shall constitute an term “Event of Default” under a Property Scheduleor “Default” will mean, whenever it is used in this Assistance Agreement, any one or more of the following events:
(aA) Failure by Lessee the Governmental Agency to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto payments at the time times specified therein;herein.
(bB) Failure by Lessee the Governmental Agency to observe and or perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (aA) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is will have been given to Lessee the Governmental Agency by Lessor, the Authority unless Lessor shall agree the Authority agrees in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Governmental Agency within the applicable period and diligently pursued until the default such failure is corrected;.
(cC) Any statement, representation The dissolution or warranty made by Lessee in or pursuant to liquidation of the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of LesseeGovernmental Agency, or the voluntary initiation by the Governmental Agency of all any proceeding under any federal or a substantial part Kentucky law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the assets initiation against the Governmental Agency of Lesseeany such proceeding which remain undismissed for sixty (60) days, (ii) be unable, fail or admit in writing its inability the entry by the Governmental Agency into an agreement of composition with creditors or the failure generally by the Governmental Agency to pay its debts as they become due, .
(iiiD) make a general assignment for A default by the benefit of creditors, (iv) have an order for relief entered against it Governmental Agency under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage the provisions of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without agreements relating to its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysDebt Obligations.
Appears in 1 contract
Samples: Assistance Agreement
Events of Default Defined. Any Each of the following shall constitute be an “"Event of Default” under a Property Schedule" hereunder:
(a) Failure by Lessee to pay if payment of any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;installment of interest on any Bond is not made within three days of when it becomes due and payable; or
(b) Failure if payment of the principal of or premium, if any, on any Bond is not made when it becomes due and payable at maturity or upon call for redemption or upon maturity thereof by Lessee to observe and perform declaration; or
(c) if payment of the Purchase Price of any covenantBond is not made at the time required by Section 3.01, condition 3.02 or agreement on its part to be observed or performed with respect 3.06 hereof;
(d) at any time prior to the Property ScheduleLetter of Credit Termination Date, receipt by the Trustee, within 10 "business days" (as defined in the Letter of Credit) following a drawing under the Letter of Credit to pay interest or the portion of the Purchase Price corresponding to interest on the Bonds, of notice from the Bank that the Letter of Credit will not be reinstated (in respect of interest) to an amount equal to at least 120 days' interest on all Outstanding Bonds;
(e) receipt by the Trustee of notice from the Bank that an "Event of Default" has occurred under the Credit Agreement;
(f) at any time after the Letter of Credit Termination Date, the occurrence of an "Event of Default" under the Sublease;
(g) at any time after the Letter of Credit Termination Date, if the Authority defaults in the due and punctual performance of any other than as referred to covenant in subparagraph (a) above, the Bonds or in this Indenture and such default continues for a period of thirty (30) days after written notice specifying such failure and requesting that it requiring the same to be remedied is shall have been given to Lessee the Authority and the Company by Lessorthe Trustee, unless Lessor which may give such notice in its discretion and shall agree give such notice at the written request of the Owners of not less than 25% in writing aggregate principal amount of Bonds then Outstanding; provided, however, that if such performance requires work to an extension of such time prior be done, actions to its expiration; provided thatbe taken, if the failure stated in the notice or conditions to be remedied, which by their nature cannot reasonably be corrected done, taken or remedied, as the case may be, within the applicable such thirty (30) day period, Lessor will not unreasonably withhold its consent no Event of Default shall be deemed to an extension of have occurred or exist if, and so long as, the Authority or the Company shall commence such time if corrective action is instituted by Lessee performance within the applicable such thirty (30) day period and shall diligently pursued until and continuously prosecute the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant same to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive dayscompletion.
Appears in 1 contract
Events of Default Defined. Any one of the following shall constitute be an “Event of Default” Default under a Property Schedulethis Loan Agreement:
(a) Failure by Lessee the Governmental Unit to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Loan Agreement on the time specified thereindate on which it is due and payable;
(b) Failure by Lessee the Governmental Unit to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleunder this Loan Agreement, other than as referred to in subparagraph paragraph (a) above), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee the Governmental Unit by Lessor, the Finance Authority or the Trustee unless Lessor the Finance Authority and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Finance Authority or the Trustee but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Finance Authority the Trustee will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Governmental Unit within the applicable period and diligently pursued until the default failure is corrected; and provided, further, that if by reason of force majeure the Governmental Unit is unable to carry out the agreements on its part herein contained, the Governmental Unit shall not be deemed in default under this paragraph (b) during the continuance of such inability (but force majeure shall not excuse any other Event of Default);
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Governmental Unit contained in this Loan Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Loan Agreement is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when maderespect;
(d) Lessee A petition is filed against the Governmental Unit under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority and the Trustee shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests;
(e) The Governmental Unit files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or
(f) The Governmental Unit admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts as they become due or is generally not paying its debts as such debts become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcycustodian (including, reorganization or insolvency proceeding; or
(e) An orderwithout limitation, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, liquidator or trustee, custodian or liquidator of Lessee or of all or a substantial part ) of the assets Governmental Unit for any of Lessee, in each case without its application, approval property is appointed by court order or consent, takes possession thereof and such order, judgment or decree shall continue unstayed and order remains in effect or such possession continues for any period more than thirty (30) days, but the Finance Authority and the Trustee shall have the right to intervene in the proceedings prior to the expiration of 60 consecutive dayssuch thirty (30) days to protect their interests.
Appears in 1 contract
Samples: Loan Agreement
Events of Default Defined. Any one of the following shall constitute be an “"Event of Default” " under a Property Schedulethis Lease:
(a) Failure by Lessee the Town to pay any Lease Payment under the Property Schedule Base Rentals or other payment Additional Rentals required to be paid with respect thereto under Sections 6.2 and 6.3 of this Lease at the time specified therein;, in the absence of an Event of Nonappropriation, for a period of five (5) days after written notice, specifying such failure and requesting that it be remedied, given to the Town by the Authority or, in any event, a failure by the Town to make such payments within fifteen (15) days after the date on which they are due; or
(b) Failure by Lessee the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above), for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, given to Lessee the Town by Lessorthe Authority, unless Lessor the Authority shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Authority shall not unreasonably withhold its consent to an extension of such time if corrective action is shall be instituted by Lessee the Town within the applicable period and diligently pursued until the default is corrected;; or
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance The Town shall prove to have been false, incorrect, misleading or breached in abandon any material respect on portion of the date when made;Project; or
(d) Lessee shall (i) apply for The Town’s interest in this Lease or consent any part thereof with respect to the appointment of a receiver, trustee, custodian Project shall be assigned or liquidator of Lessee, or of all or a substantial part transferred without the written consent of the assets Authority, either voluntarily or by operation of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingexcept as permitted hereunder; or
(e) An orderThe Town shall file any petition or institute any proceedings wherein or whereby the Town seeks to be adjudicated a bankrupt, judgment or decree to be discharged from any and all of its debts or obligations, or offers to the Town’s creditors to effect a composition or extension of time to pay the Town’s debts, or seeks a reorganization or a readjustment of the Town’s debts, or for any other similar release, or any such petition or any such proceedings of the same or similar kind or character shall be entered by any court of competent jurisdictionfiled, approving a petition or appointing a receiver, trustee, custodian instituted or liquidator of Lessee taken against the Town and the same shall not have been dismissed or of all or a substantial part otherwise resolved in favor of the assets Town within sixty (60) days from the filing or institution thereof. The foregoing provisions of Lesseethis Section 14.1 are subject to the following limitations: (i) the obligations of the Town to make payments of the Base Rentals and the Additional Rentals as provided in Sections 6.2 and 6.3 of this Lease shall be subject to the occurrence of an Event of Nonappropriation; and (ii) if, by reason of Force Majeure, the Town shall be unable in whole or in part to carry out any agreement on its part herein contained, other than the obligations of the Town contained in Article VI hereof, the Town shall not be deemed in default during the continuance of such inability. The Town agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the Town from carrying out its agreement; provided, however, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Town, and the Town shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in each case without its applicationthe judgment of the Town, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysunfavorable to the Town.
Appears in 1 contract
Samples: Lease Agreement
Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) a. Failure by Lessee the Developer to pay any Lease Payment under cause the Property Schedule or other payment required construction of the Minimum Improvements to be paid with respect thereto at commenced and completed pursuant to the time specified thereinterms, conditions, and limitations of this Agreement;
(b) b. Transfer of any interest in the Development Property or this Agreement in violation of the provisions of this Agreement;
c. Failure by Lessee the Developer to substantially observe and or perform any covenant, condition condition, obligation, or agreement on its part to be observed or performed with respect under this Agreement or the Minimum Assessment Agreement;
d. The holder of any Mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable Mortgage documents;
e. The Developer shall:
i. file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or
ii. make an assignment for the benefit of its creditors; or
iii. admit in writing its inability to pay its debts generally as they become due; or
iv. be adjudicated bankrupt or insolvent; or if a petition or answer proposing the Property Schedule, other than adjudication of the Developer as referred to bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in subparagraph any court and such petition or answer shall not be discharged or denied within ninety (a) above, for a period of thirty (3090) days after written notice specifying the filing thereof; or a receiver, trustee or liquidator of the Developer or the Minimum Improvements, or part thereof, shall be appointed in any proceedings brought against the Developer, and shall not be discharged within ninety (90) days after such failure and requesting that it be remedied is given to Lessee by Lessorappointment, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, or if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its Developer shall consent to an extension of or acquiesce in such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;appointment; or
(c) f. Any statement, representation or warranty made by Lessee the Developer in this Agreement, or made by the Developer in any written statement or certification furnished by the Developer pursuant to the Property Schedule or its executionthis Agreement, delivery or performance shall prove to have been false, incorrect, incomplete or misleading or breached in any material respect on or as of the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail issuance or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysmaking thereof.
Appears in 1 contract
Samples: Agreement for Private Development
Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a1) Failure by Lessee the Developer to timely pay any Lease Payment under the Property Schedule ad valorem real property taxes or other payment required to be paid special assessments assessed with respect thereto at to the time specified therein;Development Property.
(b2) Failure by Lessee the Developer to cause the construction of the Project to be completed pursuant to the terms, conditions and limitations of this Agreement.
(3) The holder of any mortgage on the Development Property or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable mortgage documents, except that commencement of foreclosure proceedings by the holder of any first mortgage shall not constitute an Event of Default hereunder.
(4) Failure by the Developer to substantially observe and or perform any other covenant, condition condition, obligation or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;under this Agreement.
(c5) Any statement, representation or warranty made by Lessee in or pursuant to If the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;Developer shall
(dA) Lessee shall (i) apply file any petition in bankruptcy or for or consent to the appointment of a receiverany reorganization, trusteearrangement, custodian or liquidator of Lesseecomposition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of all 1978, as amended or a substantial part under any similar federal or state law; or
(B) make an assignment for the benefit of the assets of Lessee, its creditors; or
(iiC) be unable, fail or admit in writing its inability generally to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(eD) An order, judgment be adjudicated a bankrupt or decree shall be entered by any court of competent jurisdiction, approving insolvent; or if a petition or appointing answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee, custodian trustee or liquidator of Lessee the Developer, or of all the Project, or a substantial part of thereof, shall be appointed in any proceeding brought against the assets of Lessee, in each case without its application, approval or consentDeveloper, and shall not be discharged within ninety (90) days after such orderappointment, judgment or decree if the Developer, shall continue unstayed and consent to or acquiesce in effect for any period of 60 consecutive dayssuch appointment.
(6) Failure by the EDA to make payments on the Tax Increment Note on the Note Payment Dates.
Appears in 1 contract
Samples: Development Agreement
Events of Default Defined. Any The occurrence of any of the following events with respect to a Lease shall constitute an “Event of Default” Default under a Property Schedule:
(a) Failure by Lessee the Lease: Lessee’s failure to pay any Lease Rental Payment under the Property Schedule or other payment amount required to be paid with respect thereto at to Lessor under the time specified therein;
Lease within ten (10) days following the due date thereof, other than by reason of an Event of Nonappropriation; Lessee fails to perform or observe any of its obligations under Section 6, 7.4 or 10.2 hereof; With the exception of the above clauses (a) or (b) Failure ), Lessee’s failure to perform or abide by Lessee to observe and perform any covenantcondition, condition agreement or agreement on its part to be observed or performed covenant with respect to the Property Schedule, other than as referred to in subparagraph (a) above, Lease for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied is given to Lessee by Lessorremedied, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant to the Property Schedule thereto or its execution, delivery or performance shall prove in connection therewith proves at any time to have been false, incorrect, misleading or breached erroneous in any material respect on as of the date time when made;
(d) ; or Lessee shall (i) apply applies for or consent consents to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency, moratorium or similar law; or Lessee shall be in default with respect to the assets payment or performance of Lesseeany indebtedness, in each case without liability or obligation to Lessor or any of its applicationaffiliates under any note, approval loan agreement, security agreement, lease, title retention or consentconditional sales agreement or any other instrument or agreement (including the occurrence of any Event of Default under any other Lease then held by Lessor), whether accelerated or otherwise and such order, judgment or decree shall continue unstayed and in effect for any applicable grace period of 60 consecutive days.with respect thereto has expired;
Appears in 1 contract
Samples: Master Lease Purchase Agreement
Events of Default Defined. Any The following shall be “events of default” under this Lease and the terms “events of default” and “default” shall mean, whenever they are used in this Lease, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by the Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at hereunder by not later than ten (10) Business Days before the time specified therein;Payment Date immediately following each corresponding Lease Payment Date.
(b) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed herein or otherwise with respect to hereto or in the Property ScheduleTrust Agreement, other than as referred to in subparagraph clause (ai) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to the Lessee by the Lessor, unless Lessor shall agree the Trustee or the Owners of not less than twenty-five percent (25%) in writing to an extension aggregate principal amount of such time prior to its expirationCertificates then Outstanding; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will but is capable of being corrected within 60 days, the Lessor, the Trustee or such Owners, as the case may be, shall not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;; and
(c) Any statementThe filing of a voluntary petition in bankruptcy by the Lessee, representation or warranty made the failure by the Lessee in or pursuant promptly to the Property Schedule or its institute judicial proceedings to lift any execution, delivery garnishment or performance shall prove attachment of such consequence as will materially impair its ability to have been falsecarry on its operations, incorrector the adjudication of the Lessee as insolvent or as a bankrupt, misleading or breached in any material respect on assignment by the date when made;
(d) Lessee shall (i) apply for the benefit of its creditors, or consent to the application for the appointment of a any receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of similar officer by the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or the entry by the Lessee into an agreement of all or a substantial part of the assets of Lessee, in each case without composition with its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive dayscreditors.
Appears in 1 contract
Samples: Trust Agreement
Events of Default Defined. Any of the The following shall constitute an “Event be Events of Default” Default under a Property Schedulethis Lease:
(a) Failure failure by the Lessee to pay make any Lease Payment rental payments required under Section 5.3 hereof on or before the Property Schedule or other date that the payment required is due and continuance of such failure for a period of five (5) business days after written notice thereof has been given to be paid with respect thereto at the time specified thereinLessee;
(b) Failure failure by the Lessee to observe and perform any other material covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Lease (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty sixty (3060) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to the Lessee by Lessorthe Trustee, unless Lessor the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Lessee will not unreasonably withhold its consent be afforded such additional time as shall be reasonably necessary to an extension of correct such time if failure, provided corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;; or
(c) Any statement, representation Failure by the Lessee to make any payment (including any fees or warranty made by Lessee in or pursuant indemnification) to the Property Schedule Issuer or its execution, delivery or performance shall prove to have the Trustee other than the payment of rent that is paid with respect to debt service on any of the Bonds and continuance of such failure for a period of thirty (30) days after written notice thereof has been false, incorrect, misleading or breached in any material respect on the date when made;given to Lessee; or
(d) A default by the Lessee shall (i) apply for or consent to the appointment of a receiverIssuer under any Leasehold Security Deed on the Project, trustee, custodian or liquidator of Lessee, or of all or a substantial part of if the assets of Lessee, (ii) be unable, fail or admit Leasehold Mortgagee which holds the same directs the Issuer and the Trustee in writing its inability generally to pay its debts treat the same as they become due, (iii) make a general assignment for an Event of Default on this Lease and specifies the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall remedies that are to be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysexercised.
Appears in 1 contract
Samples: Lease Agreement (Bluerock Residential Growth REIT, Inc.)
Events of Default Defined. Any The following shall be “events of default” under this Agreement and the term “events of default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2006 Series C Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee.
(d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, or of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered.
(e) Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing.
(ef) An order, judgment or decree shall be entered by any court The occurrence of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator an Event of Lessee or of all or a substantial part of Default under the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIndenture.
Appears in 1 contract
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within 10 days after the time date when due as specified thereinherein or (ii) maintain insurance as required herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any payment default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregate amount in excess of $10,000,000, in each case payable from the general fund;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, creditors or (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization reorganization, moratorium or insolvency proceeding; or
(ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of for the Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 30 consecutive days. Failure on the part of Lessee to make any payment, transfer or disbursement provided for in this Agreement or in the Acquisition Fund Agreement to be paid from moneys in Lessee’s general fund that are legally available and duly appropriated by Lessee’s governing body at its discretion and not at its obligation shall not be a default or Event of Default under this Agreement or the Acquisition Fund Agreement and no remedy is provided for any such failure.
Appears in 1 contract
Samples: Equipment Lease Agreement
Events of Default Defined. Any (a) Each of the following shall constitute be an “"Event of Default” " under a Property Schedulethis Lease Agreement:
(a1) Failure by Lessee If the Company fails to pay any Lease Payment under the Property Schedule or other payment amounts required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee pursuant to observe Section 2.6 of this Lease Agreement and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall have continued for a period of thirty (30) days after the Agency gives written notice specifying of such failure to the Company.
(2) If there is any failure by the Company to observe or perform any other covenant, condition or agreement required by this Lease Agreement to be observed or performed and requesting such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying the failure and stating that it be remedied remedied, or in the case of any such default which can be cured with due diligence but not within such 30-day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence.
(3) If any representation or warranty of the Company contained in this Lease Agreement is given incorrect in any material respect.
(4) If there is any default by the Company to Lessee observe or perform any covenant, condition or agreement required by Lessorthe Lease, unless Lessor or any other Agreement between the Company and the Agency to be observed or performed by the Company and such failure shall agree have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any such default which can be cured with due diligence but not within such 30-day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence.
(b) Notwithstanding the provisions of 7.1(a), if by reason of force majeure either party hereto shall be unable in whole or in part to carry out its obligations under this Lease Agreement and if such party shall give notice and full particulars of such force majeure in writing to an extension the other party within a reasonable time after the occurrence of the event or cause relied upon, the obligations under this Lease Agreement of the party giving such notice, so far as they are affected by such force majeure shall be suspended during continuance of the inability, which shall include a reasonable time for the removal of the effect thereof. The suspension of such time prior obligations for such period pursuant to this subsection (b) shall not be deemed an Event of Default under this Section 7.1. Notwithstanding anything to the contrary in this subsection (b), an event of force majeure shall not excuse, delay or in any way diminish the obligations of the Company to make the payments required by Section 2.6 and Section 3.3 hereof, to obtain and continue in full force and effect the insurance required by Section 3.4 hereof, and to provide the indemnity required by Section 5.2 hereof and to comply with the terms of Sections 5.2, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 5.10 and 7.1(a)(1) hereof. The term "force majeure" as used herein shall include, without limitation, acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts, priorities or orders of any kind of the government of the United States of America or of the State or any of their departments, agencies, governmental subdivisions, or officials, any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, shortages of labor or materials or delays of carriers, partial or entire failure of utilities, shortage of energy or any other cause or event not reasonably within the control of the party claiming such inability and not due to its expiration; provided thatfault. The party claiming such inability shall remove the cause for the same with all reasonable promptness. It is agreed that the settlement of strikes, if lockouts and other industrial disturbances shall be entirely within the failure stated in discretion of the notice canparty having difficulty, and the party having difficulty shall not be corrected within the applicable periodrequired to settle any strike, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted lockout and other industrial disturbances by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant acceding to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part demands of the assets of Lessee, (ii) be unable, fail opposing party or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysparties.
Appears in 1 contract
Samples: Lease Agreement (CVC Inc)
Events of Default Defined. Any The following shall be "events of default" under this Ground Lease and the term "event of default" shall mean, whenever it is used in this Ground Lease, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee 1. The Company shall fail to pay when due and owing any Lease Payment under the Property Schedule installment of rent, or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee to observe any part thereof provided for in this Ground Lease, and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, such failure shall continue unremedied for a period of thirty (30) days; or
2. The Company shall fail to observe or perform any other of the Company's covenants, agreements or obligations hereunder (including, without limitation, the Company's obligation under Section XI hereof) other than those referred to in clause (1) set out above in this Section XV, and such failure shall continue unremedied for a period of sixty (60) days after the Board shall have given to the Company written notice specifying wherein the Company has failed to observe or perform any such covenant, agreement or obligation, plus such additional time as is reasonably required to correct any such failure if the Company has instituted corrective action within such sixty (60) day period and requesting is diligently pursuing the same to completion; or
3. There shall occur the dissolution or liquidation of the Company, except that it be remedied the Company may, without constituting an event of default, consolidate with or merge into another corporation or other entity or permit one or more other corporations or other entities to consolidate with or merge into it, or transfer or convey all or substantially all of its property, assets and licenses to another corporation or other entity but only on condition that the corporation or other entity resulting from or surviving such merger (if other than the Company) or consolidation or the corporation or other entity to which such transfer or conveyance is given to Lessee by Lessor, unless Lessor made shall agree (a) expressly assume in writing and agree to an extension perform all of such time prior the Company's obligations hereunder, (b) be qualified to its expiration; provided that, if the failure stated do business in the notice cannot be corrected within the applicable periodCommonwealth of Kentucky, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statementif such corporation or other entity shall not be organized and existing under the laws of the United States of America or any state or territory thereof or the District of Columbia, representation or warranty made by Lessee in or pursuant deliver to the Property Schedule Board an irrevocable consent to service of process in and to the jurisdiction of the Courts of the Commonwealth of Kentucky with respect to any action or its executionsuit, delivery in law or performance in equity, brought by the Board to enforce this agreement. If the Company is the surviving corporation in such a merger, the express assumption referred to in the preceding sentence shall prove not be required; or
4. The Company shall file a voluntary petition or institute any proceeding under the United States Bankruptcy Code, either as such code now exists or under any amendment thereof which may hereafter be enacted, or under any act or acts, state or federal, dealing with or relating to have been falsethe subject or subjects of bankruptcy or insolvency, incorrector under any amendment to such act or acts either as bankrupt, misleading or breached as an insolvent, or as a debtor, or in any material respect on similar capacity, wherein or whereby the date when made;
(d) Lessee shall (i) apply for Company asks, seeks or consent prays to be adjudicated a bankrupt, or to be discharged from the Company's debts or obligations, or offers to the appointment Company's creditors to effect a composition or extension of time to pay the Company's debts, or asks, seeks or prays for a reorganization or to effect a plan of reorganization or for a readjustment of the Company's debts, or for any other similar relief; or any involuntary petition in bankruptcy or any other proceedings of the foregoing or similar kind or character shall be filed or be instituted or taken against the Company and shall not be dismissed for a period or ninety (90) days; or a custodian or receiver of the Company or of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part portion of the property or assets of Lessee, the Company shall be appointed by any court and shall not be dismissed for a period of ninety (ii90) be unable, fail days; or admit in writing its inability generally to pay its debts as they become due, (iii) the Company shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with the Company's creditors or taking advantage the Company shall enter into an agreement of any insolvency law composition with the Company's creditors; or any answer admitting the material allegations of a petition filed against Lessee Company shall admit in any bankruptcy, reorganization or insolvency proceedingwriting its inability to pay its debts generally as they become due; or
(e) An order, judgment 5. The Company shall abandon or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of vacate all or a substantial part substantially all of the assets Leased Premises for a period of Lesseeninety (90) days, in each case without its application, approval or consent, other than pursuant to and such order, judgment or decree shall continue unstayed and in effect as permitted by Section XVI hereof.
6. The termination of the Lease Agreement for any period of 60 consecutive daysreason.
Appears in 1 contract
Samples: Ground Lease (Mesaba Holdings Inc)
Events of Default Defined. Any The following are Events of the following shall constitute an “Event of Default” Default under a Property Schedulethis Loan Agreement:
(a) Failure by Lessee the District to pay any Lease Payment under the Property Schedule Loan Repayment or other payment required hereunder on the date on which such Loan Repayment or other payment becomes due, and the continuation of such failure for a period of 3 business days after written notice specifying such failure and requesting that it be remedied has been given to be paid with respect thereto at the time specified therein;District by the Lender.
(b) Failure by Lessee the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph the preceding clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessorthe Lender; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, if in the reasonable opinion of the District the failure stated in the notice cancan be corrected, but not be corrected within the applicable such 30 day period, Lessor will the Lender may not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the District within the applicable such 30 day period and diligently pursued until the default is corrected;.
(c) Any statementThe filing by the District of a voluntary petition in bankruptcy, representation or warranty made failure by Lessee in or pursuant the District promptly to the Property Schedule or its lift any execution, delivery garnishment or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lesseeattachment, or of all or a substantial part adjudication of the assets of LesseeDistrict as bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the District for the benefit of creditors, (iv) have or the entry by the District into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the District in any bankruptcyproceedings instituted under the provisions of the Federal Bankruptcy Code, reorganization as amended, or insolvency proceeding; orunder any similar acts which may hereafter be enacted.
(ed) An order, judgment or decree shall be entered by The occurrence of any court event of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part default under and as defined in any of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysParity Obligations.
Appears in 1 contract
Samples: Loan Agreement
Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Financing Lease:
(a) Failure failure by Lessee the Town to pay any Base Rentals or Additional Rentals during the Lease Payment under Term within five days after the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinsame become due;
(b) Failure failure by Lessee the Town to vacate or surrender possession of the Leased Property by the tenth Business Day of the Fiscal Year in respect of which an Event of Nonappropriation has occurred;
(c) failure by the Town to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulehereunder, other than as referred to in subparagraph (a) aboveor (b), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied is shall be given to Lessee the Town by Lessorthe Lender, unless Lessor the Lender shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Lender shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee the Town within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made . Such consent by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Lender shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;not be unreasonably withheld; or
(d) Lessee shall the Town (i) apply for files a petition or consent to the appointment of a receiverapplication seeking reorganization, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it arrangement under applicable federal bankruptcy law, or other debtor relief under the laws of the State or (vii) file a voluntary petition in bankruptcy or is the subject of such a petition or an answer seeking reorganization application which is not contested by the Town, or an arrangement with creditors otherwise dismissed or taking advantage discharged, within 30 days. The foregoing provisions of any insolvency law or any answer admitting this Section 13.01 are subject to the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orfollowing limitations:
(ea) An order, judgment or decree the Town shall be entered obligated to pay the Base Rentals and Additional Rentals only during the Original Term or current Renewal Term, except as otherwise expressly provided in this Financing Lease; and (b) if, by reason of Force Majeure, the Town shall be unable in whole or in part to carry out any court of competent jurisdictionagreement on its part herein contained, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial other than the obligations on the part of the assets Town contained in Article VI of Lesseethis Financing Lease, the Town shall not be deemed in each case without default during the continuance of such inability. The Town agrees, however, to remedy, as promptly as legally and reasonably possible, the cause or causes preventing the Town from carrying out its applicationagreement; provided that the settlement of strikes, approval or consentlockouts and other industrial disturbances shall be entirely within the discretion of the Town. Immediately upon the occurrence of an Event of Default, and such orderthe remaining Lease Balance shall bear interest at the Default Rate, judgment or decree notwithstanding the interest component of the Base Rentals set forth in Exhibit B hereto. The Default Rate shall continue unstayed and remain in effect for any period until such time as the applicable Event of 60 consecutive daysDefault is cured to the reasonable satisfaction of the Lender. Notwithstanding the foregoing, with respect to the occurrence of an Event of Default described in paragraph (c) hereof, the Lender shall provide a Default Interest Notice to the Town and the Lease Balance (outstanding as of the date when such Default Interest Notice is provided by the Lender) shall bear interest at the Default Rate commencing on the third calendar day following the date when the Lender provided such Default Interest Notice to the Town.
Appears in 1 contract
Samples: Lease Purchase Agreement
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within ten (10) days after the time date when due as specified thereinherein, (ii) maintain insurance as required herein, or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 2.01(k), [2.01(m)] 2.01(r), 2.01(u), 2.01(w), [5.03,] 6.01 or 6.02 hereof;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation for governmental funds (other than enterprise revenues specifically and solely pledged to the repayment of other obligations) under which there is outstanding, owing or committed an aggregated amount in excess of $1,000,000 in each case under which the Lessee is an obligor, and such default remains uncured following the applicable cure period, if any, and either (1) arises from a failure to pay any amounts due with respect to such agreement for borrowing money, lease financing of property or provision of credit and/or (2) causes or permits amounts to become immediately due and payable in full as a result of such default. In event of a default under this 12.01(d), prior to exercising any remedies under Section 12.02 of this Agreement, the Lessor shall enter into good faith negotiations with Lessee to ensure the continued payment of Rental Payments and performance of Lessee’s obligations under this Agreement;
(e) Lessee shall (i) apply for for, or consent to to, the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization reorganization, moratorium or insolvency proceeding; or;
(ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of for Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 thirty (30) consecutive days;
(g) Any Pole Agreement shall be terminated (whether by Xxxxxx, the Pole Owner or otherwise) for any reason whatsoever prior to such time as full and marketable title in the Equipment purchased thereunder has passed to and vested in Lessee; or
(h) Any license granted pursuant to any Pole Agreement and relating to any Equipment shall be canceled, terminated, suspended, revoked or otherwise not in full force and effect at any time during the Lease Term.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Events of Default Defined. Any of the (1) The following shall constitute an “Event be "Events of Default” " under a Property Schedulethis Lease Agreement:
(a1) Failure the failure by Lessee the Institution to pay any Lease Payment under the Property Schedule or other payment required cause to be paid with respect thereto at on the time date due, the amount specified thereinto be paid pursuant to Section 5.3(a) hereof,
(2) the failure by the Institution to observe and perform any covenant contained in Sections 8.4 and 9.3 hereof,
(3) any representation or warranty of the Institution herein or in the Bond Purchase Agreement or the Letter of Representation shall prove to have been false or misleading in any material respect;
(b4) Failure the failure by Lessee the Institution to observe and perform any covenant, condition or agreement hereunder on its part to be observed or performed with respect to the Property Schedule, other than as (except obligations referred to in subparagraph 10.1(a)(i), (aii) above, or (vii)) for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, given to Lessee the Institution by Lessorthe Issuer, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in LOC Bank or the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedTrustee;
(c5) Any statementthe dissolution or liquidation of the Institution; the failure by the Institution to release, representation stay, discharge, lift or warranty made by Lessee in or pursuant to the Property Schedule or its bond within thirty (30) days any execution, delivery garnishment, judgment or performance shall prove attachment of such consequence as may impair its ability to have been false, incorrect, misleading or breached in any material respect carry on its operations; the date when made;
(d) Lessee shall (i) apply for or consent to failure by the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability Institution generally to pay its debts as they become due, (iii) make a general ; an assignment by the Institution for the benefit of creditors, ; an Act of Bankruptcy on the part of the Institution or the commencement by the Institution (ivas the debtor) have an of a case under the Bankruptcy Code or any proceeding under any other insolvency law; or the commencement of a case under the Bankruptcy Code or any proceeding under any other insolvency law against the Institution (as the debtor) and a court having juris- diction in the premises enters a decree or order for relief entered against it under applicable federal bankruptcy lawthe Institution as the debtor in such case or proceeding, or such case or proceeding is consented to by the Institution or remains undismissed for forty (v40) file a voluntary petition in bankruptcy days, or a petition the Institution consents to or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting admits the material allegations of a petition filed against Lessee it in any bankruptcysuch case or proceeding; or a trustee, reorganization receiver or insolvency proceedingagent (however named) is appointed or authorized to take charge of substantially all of the Property of the Institution for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors;
(6) an Event of Default under the Reimbursement Agreement or the Indenture shall have occurred and be continuing;
(7) a breach of any covenant or representation contained in Section 8.8 hereof with respect to environmental matters or in the Environmental Compliance and Indemnification Agreement; or
(e8) the invalidity, illegality or unenforceability of any of the Bond Documents.
(2) An orderNotwithstanding the provisions of Section 10.1(a), judgment or decree if by reason of force majeure any party hereto shall be entered unable in whole or in part to carry out its obligations under Sections 4.1 and 6.1 of this Lease Agreement and if such party shall give notice and full particulars of such force majeure in writing to the other party and to the LOC Bank and the Trustee, within a reasonable time after the occurrence of the event or cause relied upon, such obligations under this Lease Agreement of the party giving such notice (and only such obliga- tions), so far as they are affected by such force majeure, shall be suspended during continuance of the inability, which shall include a reasonable time for the removal of the effect thereof. The term "force majeure" as used herein shall include, without limitation, acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, acts, priorities or orders of any court kind of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator the government of Lessee the United States of America or of all the State or a substantial part any of their departments, agencies, governmental subdivisions, or officials, any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, shortages of labor or materials or delays of carriers, partial or entire failure of utilities, shortage of energy or any other cause or event not reasonably within the control of the assets party claiming such inability and not due to its fault. The party claiming such inability shall remove the cause for the same with all reasonable promptness. It is agreed that the settlement of Lesseestrikes, in each case without its application, approval or consentlockouts and other industrial disturbances shall be entirely within the discre- tion of the party having difficulty, and such orderthe party having difficulty shall not be required to settle any strike, judgment lockout and other industrial disturbances by acceding to the demands of the opposing party or decree shall continue unstayed and in effect for any period of 60 consecutive daysparties.
Appears in 1 contract
Events of Default Defined. Any The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a1) Failure by Lessee the Developer to timely pay any Lease Payment under the Property Schedule ad valorem real property taxes assessed or other payment required to be paid City charges with respect thereto at to the time specified therein;Development Property while such property is owned by Developer.
(b2) Failure by Lessee the Developer to cause the construction of the Project to be completed pursuant to the terms, conditions and limitations of this Agreement.
(3) Failure of the Developer to observe and or perform any other covenant, condition condition, obligation or agreement on its part to be observed or performed with respect to under this Agreement.
(4) The holder of any mortgage on the Development Property Scheduleor any improvements thereon, other than or any portion thereof, commences foreclosure proceedings as referred to in subparagraph a result of any default under the applicable mortgage documents.
(5) If the Developer shall:
(a) abovefile any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
(b) make an assignment for a period the benefit of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationcreditors; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;or
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(ed) An order, judgment be adjudicated a bankrupt or decree shall be entered by any court of competent jurisdiction, approving insolvent; or if a petition or appointing answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof; or a receiver, trustee, custodian trustee or liquidator of Lessee the Developer, or of all the Project, or a substantial part of thereof, shall be appointed in any proceeding brought against the assets of Lessee, in each case without its application, approval or consentDeveloper, and shall not be discharged within sixty (60) days after such orderappointment, judgment or decree if the Developer, shall continue unstayed and consent to or acquiesce in effect for any period of 60 consecutive dayssuch appointment.
Appears in 1 contract
Samples: Development Agreement
Events of Default Defined. Any one of the following which occurs and continues shall constitute an “"Event of Default” under a Property Schedule" pursuant to this Agreement:
(a) Failure failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment required cause to be paid with respect thereto at any Repayment Installment when due which failure results in an Event of Default under subparagraph (a) or (b) of Section 8.01 of the time specified therein;Indenture; or
(b) Failure failure by Lessee the Company to pay or cause to be paid the Purchase Price of a Bond when due which failure constitutes an Event of Default under subparagraph (c) of Section 8.01 of the Indenture; or
(c) failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedulein this Agreement, other than as referred to in subparagraph (a) and (b) above, for a period of thirty (30) 90 days after written notice notice, specifying such failure and requesting that it be remedied is remedied, given to Lessee the Company by Lessorthe Trustee or to the Company and the Trustee by the Issuer, unless Lessor the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Issuer and the Trustee will not unreasonably withhold its their consent to an extension of such time period if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default failure is corrected;
(c) Any statement, representation ; or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;4840-3734-7631.3
(d) Lessee a proceeding or case shall be commenced, without the application or consent of the Company, in any court of competent jurisdiction seeking (i) apply liquidation, reorganization, dissolution, winding-up or composition or adjustment of debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company or of all or any substantial part of its assets, or (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or cause shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue in effect for a period of 90 days; or an order for relief against the Company shall be entered against the Company in an involuntary case under the Bankruptcy Code (as now or hereafter in effect) or other applicable law; or
(e) the Company shall admit in writing its inability to pay its debts generally as they become due or shall file a petition in voluntary bankruptcy or shall make any general assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, trustee, custodian receiver or liquidator of Lessee, or trustee of all or a substantial part substantially all of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy lawproperty, or (v) file shall commence a voluntary petition case under the Bankruptcy Code (as now or hereafter in bankruptcy effect), or shall file in any court of competent jurisdiction a petition or an answer seeking reorganization or an arrangement with creditors or taking to take advantage of any insolvency other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, or shall fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any answer admitting the material allegations of a petition filed against Lessee it in any bankruptcy, reorganization an involuntary case under such Bankruptcy Code or insolvency proceedingother applicable law; or
(ef) An orderdissolution or liquidation of the Company; provided that the term "dissolution or liquidation of the Company" shall not be construed to include the cessation of the corporate existence of the Company resulting from a combination, judgment consolidation or decree shall be entered by any court merger of competent jurisdiction, approving the Company into or with another Person or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of its assets as an entity, under the conditions permitting such actions contained in Section 5.1 hereof; or
(g) an Event of Default under the Indenture. The provisions of Section 6.1(c) are subject to the limitation that the Company shall not be deemed in default if and so long as such failure is the result of Force Majeure. The Company agrees, however, to use commercially reasonable efforts to remedy the cause or causes preventing the Company from carrying out its agreements; provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the assets Company and the Company shall not be required to make settlement of Lesseestrikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in each case without its application, approval or consent, and such order, the sole judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe Company unfavorable to the Company.
Appears in 1 contract
Events of Default Defined. Any The following shall be “events of default” under this Installment Sale Agreement and the terms “events of default” and “default” shall mean, whenever they are used in this Installment Sale Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the District to pay any Lease Installment Payment under by the Property Schedule Installment Payment Date or failure to make any other payment required to be paid with respect thereto hereunder at the time specified therein;herein; or
(b) Failure by Lessee the District to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to in this Installment Sale Agreement or the Property ScheduleTrust Agreement, other than as referred to in subparagraph clause (a) aboveof this Section 9.01, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessorthe Corporation, unless Lessor shall agree the Trustee or the Owners of not less than twenty-five percent (25%) in writing to an extension aggregate principal amount of such time prior to its expirationCertificates then Outstanding; provided thatprovided, however, if the failure stated in the notice cancan be corrected, but not be corrected within the applicable period, Lessor will the Corporation, the Trustee and such Owners shall not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the District within the applicable period and diligently pursued until the default is corrected;corrected or
(c) Any statementThe filing by the District of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, representation or warranty made the approval by Lessee in a court of competent jurisdiction of a petition filed with or pursuant to without the Property Schedule consent of the District seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the District or of the whole or any substantial part of its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;property; or
(d) Lessee An event of default shall (i) apply for or consent have occurred and be continuing with respect to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysParity Debt.
Appears in 1 contract
Samples: Installment Sale Agreement
Events of Default Defined. Any of the The following shall constitute an be “Events of Default” under this Lease, and the terms “Event of Default” under a Property Scheduleor “Default” shall mean, whenever they are used in this Lease, any one or more of the following events:
(a) Failure by Lessee a failure of the Company to pay any Lease Payment under Basic Rent in the Property Schedule or other payment required to be paid with respect thereto amounts and at the time specified therein;times required by Section 5.3(a) of this Lease, provided that if the Company is then the Holder of the Bond such Basic Rent shall be deemed to have been paid and the corresponding Debt Service on the Bond shall be deemed to have also been paid, subject, however, to Section 5.4 of this Lease; or
(b) Failure by Lessee the Company’s failure to observe and perform observe, perform, or comply with any other covenant, condition condition, or agreement in this Lease or in any other Company Documents on its the part of the Company to be observed or performed with respect to the Property Schedule, (other than as referred to in subparagraph subsection (a) aboveof this Section) if such covenant, condition or agreement is for the benefit of the Issuer and constitutes any of the Unassigned Rights, for a period of thirty (30) days after the Company’s receipt of written notice from the Issuer specifying such breach or failure and requesting that it be remedied is given to Lessee by Lessorremedied, unless Lessor the Issuer shall agree in writing to an extension of such time prior to its expiration. It shall not constitute an Event of Default if corrective action is instituted by or on behalf of the Company within the thirty (30) day period and diligently pursued until the breach or default is corrected; provided thator
(c) the Company’s failure to observe, if the failure stated perform, or comply with any covenant, condition, or agreement in this Lease or in the other Company Documents on the part of the Company to be observed or performed, which covenant, condition or agreement is for the benefit of the Holder other than as referred to in subsections (a) and (b) of this Section, for a period of thirty (30) days after the Company’s receipt of written notice cannot from the Holder specifying such breach or failure and requesting that it be corrected within remedied, unless the applicable period, Lessor will not unreasonably withhold its consent Holder shall agree in writing to an extension of such time prior to its expiration. It shall not constitute an Event of Default if corrective action is instituted by Lessee the Company or on behalf of the Company within the applicable thirty (30) day period and diligently pursued until the breach or default is corrected;
(c) Any statement. The Issuer shall notify the Company, representation or warranty made by Lessee in or pursuant any Lender that has requested such notice and provided its address for such notice to the Property Schedule or its executionIssuer, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on and the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit Holder in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting Event of Default hereunder of which the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysIssuer has knowledge.
Appears in 1 contract
Samples: Lease Agreement
Events of Default Defined. Any one or more of the following shall constitute events constitutes an “Event of Default” under a Property ScheduleDefault hereunder:
(a) Failure by Lessee the District to (i) pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified therein;
herein, (bii) Failure by Lessee to maintain insurance as specified in Article V, or (iii) to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect under Article IV or Section 5.10.
(b) Failure by the District to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder or under the Property ScheduleSite Lease, other than as referred to in subparagraph the preceding clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee the District by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatthe Corporation or the Assignee. However, if the District notifies the Assignee that in the reasonable opinion of the District the failure stated in the notice cancan be corrected, but not be corrected within the applicable such 30-day period, Lessor will the Corporation and the Assignee shall not unreasonably withhold its their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by Lessee the District within the applicable such 30-day period and diligently pursued until the default is corrected;corrected within such 60 days.
(c) The filing by the District of a voluntary petition in bankruptcy, or failure by the District promptly to lift any execution, garnishment or attachment, or adjudication of the District as a bankrupt, or assignment by the District for the benefit of creditors, or the entry by the District into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the District in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted.
(d) Any statement, representation or warranty made by Lessee any District in or pursuant to the Property Schedule Site Lease or its this Lease or their execution, delivery or performance shall prove to have been false, incorrectmisleading, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or.
(e) An orderAny default occurs under any other agreement for borrowing money, judgment lease financing of property or decree shall be entered otherwise receiving credit (i) that is provided by the Assignee or any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part affiliate of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.Assignee or
Appears in 1 contract
Samples: Lease Agreement
Events of Default Defined. Any The following shall be -------------------------- Events of Default hereunder and the term Event of Default shall mean, whenever it is used herein, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay make any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at under Section 5.3 on or before the time specified therein;date that the payment is due and continuance of such failure for ten Business Days after receipt of notice of such failure from the Trustee.
(b) Failure by Lessee the Company to observe and perform any other covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Agreement (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to Lessee the Company by Lessorthe Trustee, unless Lessor the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected remedied within the applicable period, Lessor the Board and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by Lessee the Company within the applicable period and diligently pursued until the default is corrected;
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Company contained in this Agreement, or pursuant any instrument furnished in compliance with or in reference to this Agreement or the Property Schedule Indenture, is false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;respect; or
(d) Lessee shall (i) apply for The dissolution or consent to liquidation of the appointment Company or the filing by the Company of a receiver, trustee, custodian or liquidator of Lesseevoluntary petition in bankruptcy, or the commission by the Company of all any act of bankruptcy, or a substantial part adjudication of the assets of LesseeCompany as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Company for the benefit of its creditors, (iv) have or the entry by the Company into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Company in any bankruptcyproceeding for its reorganization instituted under the provisions of the Federal bankruptcy statutes, reorganization as amended, or insolvency proceeding; or
(e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Company", judgment as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Company into or with another corporation or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial part substantially all of the its assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysas an entirety.
Appears in 1 contract
Samples: Lease Agreement (Mead Corp)
Events of Default Defined. Any of the The following shall constitute an “Event be Events of Default” Default under a Property Schedulethis Lease:
(a) Failure failure by the Lessee to pay make any Lease Payment rental payments required under Section 5.3 hereof on or before the Property Schedule or other date that the payment required is due and continuance of such failure for a period of five business days after notice thereof has been given to the Lessee by telephone (to be paid with respect thereto at the time specified thereinfollowed in writing) or telex;
(b) Failure failure by the Lessee to observe and perform any other material covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, under this Lease (other than as referred to in subparagraph subsection (a) aboveof this Section), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied is remedied, shall be given to the Lessee by Lessorthe Trustee, unless Lessor the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the Issuer and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statementthe entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Lessee or adjudging the Lessee a bankrupt or insolvent, representation or warranty made by approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Lessee under Title 11 of the United States Code, as now constituted or as amended or any other applicable Federal or state bankruptcy or other similar law, and such decree or order shall have continued undischarged or unstayed for a period of 90 days; or the entry of a decree or order of a court having jurisdiction of the premises for the appointment of a receiver or liquidator or trustee or custodian or assignee in bankruptcy or pursuant to insolvency of the Property Schedule Lessee or of all or a major part of its executionproperty, delivery or performance for the winding up or liquidation of its affairs and such decree or order shall prove to have been false, incorrect, misleading remained in force undischarged or breached in any material respect on the date when madeunstayed for a period of 90 days;
(d) the Lessee shall (i) apply for institute proceedings to be adjudicated a bankrupt or insolvent, or shall consent to the filing of a bankruptcy or insolvency proceeding against it, or shall file a petition or answer or consent seeking relief under Title 11 of the United States Code, as now constituted or as amended, or any other applicable Federal or state bankruptcy or other similar law, or shall consent to the institution of proceedings thereunder or to the filing of any such petition, or shall consent to the appointment or taking possession of a receiver, trustee, receiver or liquidator or trustee or custodian or liquidator assignee in bankruptcy or insolvency of Lessee, it or of all or a substantial major part of its property, or shall make an assignment for the assets benefit of Lesseeits creditors, (ii) be unable, fail or shall admit in writing its inability to pay its debts generally as they become due, or the failure of the Lessee generally to pay its debts as they such debts become due, (iii) make a general assignment for or the benefit taking of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition corporate action by the Lessee in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage furtherance of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingsuch action; or
(e) An orderThe sale, judgment transfer, assignment or decree shall be entered by any court other disposal of competent jurisdiction, approving a petition fifty percent (50%) or appointing a receiver, trustee, custodian or liquidator more of the voting stock of the Lessee or of all the sale, transfer, assignment or a substantial part other disposal of the assets Series 2000A Project or the Lessee’s interest in the Series 2000A Project other than a sale, transfer, assignment or disposal which is permitted under the provisions of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysSection 9.1 hereof.
Appears in 1 contract
Samples: Ground Lease Agreement (Wells Real Estate Investment Trust Inc)
Events of Default Defined. Any of the The following shall constitute an will be “Event Events of Default” under a Property Schedulethis Lease, and the term “Events of Default” will mean, whenever it is used in this Lease, any one or more of the following events:
(a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement under any Project Document on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph clause (a) aboveof this Section, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is has been given to Lessee by Lessor; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if Lessee certifies that corrective action is has been instituted by Lessee within the applicable period and will be diligently pursued until the default such failure is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to any Project Document or any instrument or certificate related thereto or to the Property Schedule or its execution, delivery or performance shall prove to have been false, Project is incorrect, untrue or misleading or breached in any material respect on the date when maderespect;
(d) Lessee shall (i) apply Any provision of any Project Document at any time for or consent any reason ceases to the appointment of a receiver, trustee, custodian or liquidator of be valid and binding on Lessee, or is declared to be null and void, or the validity or enforceability thereof is contested by Lessee or any governmental agency or authority if the loss of all such provision would materially adversely affect the rights or security of Lessor, or Lessee denies that it has any further liability or obligation under this Lease or the Site Lease; or
(e) The filing by Lessee of a substantial part voluntary petition in bankruptcy, or failure by Lessee to promptly lift any execution, garnishment or attachment of such consequence as would impair the assets ability of LesseeLessee to carry on its essential functions, (ii) be unableor adjudication of Lessee as a bankrupt, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by Lessee for the benefit of creditors, (iv) have or the entry by Lessee into an order for relief entered against it agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to Lessee in any proceedings instituted under the provisions of any applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
Appears in 1 contract
Samples: Taxable Lease Purchase Agreement
Events of Default Defined. Any The following shall be “events of default” under this Agreement and the term “events of default” shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2000 Series A Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee.
(d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, or of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered.
(e) Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (c) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysforegoing.
Appears in 1 contract
Events of Default Defined. (a) Any of the following shall constitute an “Event of Default” under a Property Schedule:this
(ai) Failure failure by Lessee the County to pay any Lease specifically appropriated Base Rentals to the Trustee on or before the applicable Base Rental Payment under Date; provided, however, that a failure by the Property Schedule or other County to pay Base Rentals on the applicable Base Rental Payment Date shall not constitute an Event of Default if such payment required to be paid with respect thereto at is received by the time specified thereinTrustee within two Business Days following such Base Rental Payment Date;
(bii) Failure failure by Lessee the County to pay any Additional Rental for which funds have been specifically appropriated when due, or if such Additional Rental is payable to a Person other than the Trustee, when nonpayment thereof has, or may have, a material adverse effect upon the Certificates, the Leased Property or the interest of the Trustee in the Leased Property;
(iii) failure by the County to vacate the Leased Property within 90 days following an Event of Nonappropriation in accordance with Section 4.02(b) hereof;
(iv) any sublease, assignment, encumbrance, conveyance or other transfer of the interest of the County in all or any portion of the Lease or the Leased Property in violation of Section 13.02(a) hereof or any succession to all or any portion of the interest of the County in the Leased Property in violation of Section 13.02(b) hereof; or
(v) failure by the County to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph clause (ai), (ii), (iii) or (iv) above, for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied is shall be given to Lessee the County by Lessorthe Trustee; provided, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thathowever, that if the failure stated in the notice cannot be corrected within such 30 days, such period shall be extended so long as the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is County shall have instituted by Lessee within the applicable period and diligently pursued corrective action until the default is corrected;.
(cb) Any statement, representation or warranty made by Lessee in or pursuant The provisions of subsection (a) of this Section are subject to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;following limitations:
(d) Lessee shall (i) apply for or consent the County shall be obligated to pay Base Rentals and Additional Rentals only during the appointment of a receiverLease Term, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, except as otherwise expressly provided in Section 4.02(b)(ii) hereof; and
(ii) if, by reason of Force Majeure, the County shall be unableunable in whole or in part to carry out any agreement on its part herein contained, fail or admit in writing other than its inability generally obligation to pay its debts Base Rentals or Additional Rentals hereunder, the County shall not be deemed in default during the continuance of such inability; provided, however, that the County shall, as they become duepromptly as legally and reasonably possible, (iii) make a general assignment for remedy the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, cause or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting causes preventing the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and County from carrying out such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysagreement.
Appears in 1 contract
Samples: Lease Purchase Agreement
Events of Default Defined. Any of the following shall constitute an will be “Event Events of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section 35, for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee by Lessor, unless Lessor shall will agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall will prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by Lessee shall or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement;
(e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(ef) An order, judgment or decree shall will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall will continue unstayed and in effect for any period of 60 30 consecutive days.
Appears in 1 contract
Samples: Equipment Lease Purchase Agreement
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (d) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2002 Series B Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAll bonds outstanding under the First Mortgage Indenture shall, representation if not already due, have become immediately due and payable whether by declaration of the First Mortgage Trustee or warranty made by Lessee in or pursuant to the Property Schedule or its executionotherwise, delivery or performance and such acceleration shall prove to not have been false, incorrect, misleading rescinded or breached in any material respect on annulled by the date when made;First Mortgage Trustee.
(d) Lessee An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) apply for relief in respect of Company, or consent to of a substantial part of the property or assets of Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of Lessee, (ii) be unable, fail Company or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment the winding-up or liquidation of Company; and such proceeding or petition shall continue undismissed or unstayed for the benefit of creditors, (iv) have 90 days or an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree approving or ordering any of the foregoing shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysentered.
Appears in 1 contract
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within ten (10) days after the time date when due as specified thereinherein, (ii) maintain insurance as required herein, or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 6.01 or 6.02 hereof;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00; provided, that agreements and obligations referenced in the preceding sentence do not include bonds issued by Lessee solely as a conduit issuer and special tax or assessment bonds and other similar obligations for which Lessee is never ultimately responsible to pay from its own funds;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Events of Default Defined. Any of the The following shall constitute an be “Events of Default” under this Agency Lease, and the terms “Event of Default” under a Property Scheduleor “Default” shall mean, whenever they are used in this Agency Lease, any one or more of the following events:
(a) Failure A default by Lessee to pay any Lease Payment under the Property Schedule or other Company in the due and punctual payment required of the amounts specified to be paid with respect thereto at pursuant to Section 5.4 (B) hereof, and the time specified therein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, continuance thereof for a period of thirty (30) days after written notice specifying such failure thereof.
(b) A default in the performance or observance of any other of the covenants, conditions or agreements on the part of the Company in this Agency Lease and requesting that it be remedied the continuance thereof for a period of thirty (30) days after written notice is given by the Lessor to Lessee by Lessorthe Company; provided, unless however, that if such default cannot reasonably be cured within said thirty (30) day period and the Lessor or the Company shall agree in writing have commenced action to an extension cure the breach of covenant within said thirty (30) day period, and thereafter diligently and expeditiously proceeds to cure the same, such time prior to its expiration; provided thatthirty (30) day period shall be extended for so long as the Lessor or the Company shall require, if the failure stated in the notice exercise of due diligence, to cure such default, it being agreed that no such extension shall be for a period in excess of ninety (90) days provided that the Lessor agrees to consider a request from the Company for an additional extension if such cure cannot be corrected accomplished within said ninety (90) period. If any conflict shall exist between the applicable periodprovisions of this Subsection (b) and the immediately following Subsection (c) as to when an Event of Default has occurred, Lessor will not unreasonably withhold its consent to an extension the provisions of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;Subsection (c) shall govern.
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove Company herein proves to have been false, incorrect, misleading or breached false in any material respect on manner at the date when time it was made;.
(d) Lessee The Company shall (i) apply for conceal, remove or consent permit to the appointment be concealed or removed any part of a receiverits Property, trusteewith intent to hinder, custodian delay or liquidator of Lesseedefraud its creditors, or any one of all them, or shall make or suffer a substantial part transfer of the assets any of Lesseeits Property which is fraudulent under any bankruptcy, (ii) be unablefraudulent conveyance or similar law, fail or admit in writing shall make any transfer of its inability generally Property to pay its debts as they become due, (iii) make a general assignment or for the benefit of creditorsa creditor at a time when other creditors similarly situated have not been paid, or shall suffer or permit, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof.
(a) The filing by the Company (as debtor) of a voluntary petition under Title 11 of the United States Code or any other federal or state bankruptcy statute, (ivb) have the failure by the Company within one hundred twenty (120) days to lift any execution, garnishment or attachment of such consequence as will impair the Company’s ability to carry out its obligations hereunder, (c) the commencement of a case under Title 11 of the United States Code against the Company as the debtor or commencement under any other federal or state bankruptcy statute of a case, action or proceeding against the Company and continuation of such case, action or proceeding without dismissal for a period of one hundred twenty (120) days, (d) the entry of an order for relief entered against it by a court of competent jurisdiction under applicable Title 11 of the United States Code or any other federal or state bankruptcy lawstatute with respect to the debts of the Company, or (ve) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement connection with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcybankruptcy case, reorganization action or insolvency proceeding; or
(e) An , appointment by final order, judgment or decree shall be entered by any of a court of competent jurisdiction, approving jurisdiction of a petition receiver or appointing a receiver, trustee, custodian or liquidator trustee of Lessee or of all the whole or a substantial part portion of the assets Property of Lesseethe Company, in each case without its application, approval or consent, and unless such order, judgment or decree is vacated, dismissed or dissolved within one hundred twenty (120) days of such appointment.
(f) If by order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Company or the Project Facility or any part thereof, shall continue unstayed be appointed and in effect for any period such order shall not be discharged or dismissed within one hundred twenty (120) days after such appointment.
(g) The dissolution of 60 consecutive daysthe Company.
(h) The failure by the Company to maintain the insurance required by Section 6.3 (C) hereof.
Appears in 1 contract
Samples: Project Agreement
Events of Default Defined. Any The following shall be an "Event of Default" under this Participation Agreement and the term "Event of Default" shall mean, whenever it is used in this Participation Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay or cause to be paid, when due and payable, any installment of Note Payments and, in the case of failure to pay any Lease Payment under installment of interest on the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;Note, continuance of such failure for one (1) Business Day.
(b) Failure by Lessee the Company to observe and perform any covenant, condition or agreement in this Participation Agreement or the Note on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section 7.01 (and other than failure to pay the amounts due under Sections 4.02(f), 4.13 and 5.08 of this Participation Agreement), for a period of thirty ninety (3090) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, has been given to Lessee by Lessor, the Company unless Lessor the Trustee (with any required consent of Bondholders under the provisions of the Indenture) shall agree in writing to an extension of such time prior to its expiration; , provided that, that if the any such failure stated in the notice shall be such that it cannot be cured or corrected within the applicable such ninety-day period, Lessor will it shall not unreasonably withhold its consent to constitute an extension Event of such time Default hereunder if curative or corrective action is instituted by Lessee within the applicable such period and diligently pursued until the default failure of performance is cured or corrected;.
(c) Any statementThe dissolution or liquidation of the Company or the filing by the Company of a voluntary petition in bankruptcy, representation or warranty made failure by Lessee in the Company promptly to discharge or pursuant cause to be discharged any execution, garnishment or attachment of such consequence as will impair its ability to carry on its operations generally or the commission by the Company of any act of bankruptcy, or adjudication of the Company as a bankrupt, or assignment by the Company for the benefit of its creditors, or the entry by the Company into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached Company in any material proceeding for its reorganization instituted under the provisions of the federal bankruptcy laws. The term "dissolution or liquidation of the Company", as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting either from a merger or consolidation of the Company into or with another corporation or a dissolution or liquidation of the Company following a transfer of all or substantially all of its assets as an entirety, under the conditions permitting such action with respect on to the date when made;Company contained in Section 5.17 hereof.
(d) Lessee shall The occurrence of an event of default as defined in Section 12.01 of the Indenture. Subsection (ib) apply for or consent of this Section 7.01 is subject to the appointment following limitations: Except for the obligations of a receiverthe Company contained in Article IV hereof, trusteeif by reason of force majeure the Company is unable in whole or in part to carry out the agreements on its part herein contained, custodian the Company shall not be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall include the following: acts of God; strikes, lockouts or liquidator other industrial disturbances; acts of Lesseepublic enemies; orders of any kind of the government of the United States or of the State of New York or any of their departments, agencies, or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquake; fire; typhoons; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of all utilities; or a substantial part any other cause or event not reasonably within the control of the assets Company. The Company agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the Company from carrying out its agreements; provided, that the settlement of Lesseestrikes, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree lockouts and other industrial disturbances shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part entirely within the discretion of the assets of Lessee, in each case without its application, approval or consentCompany, and the Company shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such order, course is in the judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysthe Company unfavorable to the Company.
Appears in 1 contract
Samples: Participation Agreement (Consolidated Edison Co of New York Inc)
Events of Default Defined. Any The following shall be "events of default" under this Agreement; and the term "event of default" shall mean, whenever it is used herein, any one or more of the following shall constitute an “Event of Default” under a Property Schedule:events: 126
(a) Failure failure by Lessee the Company to pay any Lease Payment make the payments as required under the Property Schedule or other payment required to be paid with respect thereto Section 5.2 at the time times specified thereintherein and continuing for a period of one (1) business day;
(b) Failure failure by Lessee the Company to comply with the provisions of Sections 8.8 and 12.1;
(c) failure by the Company to observe and perform any covenant, condition or agreement hereunder on its part to be observed or performed with respect to the Property Scheduleand/or performed, other than as referred to in subparagraph subsections (a) aboveor (b) of this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, given to Lessee the Company by Lessorthe County or the Trustee, unless Lessor the County and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor the County and the Trustee will not unreasonably withhold its their consent to an extension of such time if it is possible to correct such failure and corrective action is instituted by Lessee the Company within the applicable period and diligently pursued until the default failure is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;; and
(d) Lessee shall (i) apply for the dissolution or consent to liquidation of the appointment Company or the filing by the Company of a receiver, trustee, custodian or liquidator of Lesseevoluntary petition in bankruptcy, or failure by the Company promptly to lift or bond (if legally permissible) any execution, garnishment or attachment of all such consequence as will materially impair its ability to carry on its operations at the Project, or a substantial part the commission by the Company of any act of bankruptcy, or adjudication of the assets of LesseeCompany as a bankrupt, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment by the Company for the benefit of its creditors, (iv) have or the entry by the Company into an order for relief entered against it under applicable federal bankruptcy lawagreement of composition with its creditors, or (v) file the approval by a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage court of any insolvency law or any answer admitting the material allegations competent jurisdiction of a petition filed against Lessee applicable to the Company in any bankruptcyproceeding for its reorganization instituted under the provisions of the Federal bankruptcy statutes, reorganization as amended, or insolvency proceeding; or
(e) An orderunder any similar act which may hereafter be enacted. The term "dissolution or liquidation of the Company," as used in this subsection, judgment shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or decree shall be entered by any court consolidation of competent jurisdiction, approving the Company into or with another corporation or a petition dissolution or appointing liquidation of the Company following a receiver, trustee, custodian or liquidator of Lessee or transfer of all or a substantial substantially all of its assets as an entirety, under the conditions permitting such actions contained in Section 8.3. The foregoing provisions of this Section are subject to the following limitations: If by reason of FORCE MAJEURE the Company is unable in whole or in part to carry out the agreements on its part herein contained, other than the agreements on the part of the assets Company contained in Article V and Sections 6.3, 6.4, 8.8 and 12.1, the failure to perform such agreements due to such inability shall not constitute an event of Lesseedefault nor shall it become an event of default upon appropriate notification to the Company and/or the passage of the stated period of time. The term FORCE MAJEURE as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States of America or of the State or any of their departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Company. The Company agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the Company from carrying out such agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be within the sole discretion of the Company, and the Company shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in each case without its applicationthe judgment of the Company, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysunacceptable to the Company.
Appears in 1 contract
Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Sublease:
(a) Failure by Lessee the Sublessee to pay any Lease Payment under the Property Schedule Base Rentals or other payment Additional Rentals required to be paid with respect thereto under Sections 6.2 and 6.3 of this Sublease at the time specified therein;, in the absence of an Event of Nonappropriation with respect to the Project, for a period of five (5) days after written notice, specifying such failure and requesting that it be remedied, given to the Sublessee by the CIB or Sublessor or, in any event, a failure by the Sublessee to make such payments within fifteen (15) days after the date on which they are due; or
(b) Failure by Lessee the Sublessee to observe and perform any covenant, condition condition, or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied is remedied, given to Lessee the Sublessee by Lessorthe Sublessor, unless Lessor the Sublessor, with the consent of the Authority, shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, that if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Sublessor shall not unreasonably withhold its consent to an extension of such time if corrective action is shall be instituted by Lessee the Sublessee within the applicable period and diligently pursued until the default is corrected;; or
(c) Any statement, representation Abandonment or warranty made vacation of the Project by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;Sublessee; or
(d) Lessee shall (i) apply for The assignment or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part transfer of the assets Sublessee’s interest in this Sublease or any part thereof without the written consent of Lesseethe Sublessor, (ii) be unable, fail either voluntarily or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit by operation of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingexcept as permitted hereunder; or
(e) An orderThe filing of any petition by the Sublessee or institution of any proceedings wherein or whereby it seeks to be adjudicated a bankrupt, judgment or decree to be discharged from any and all of its debts or obligations, or offers to the Sublessee’s creditors to effect a composition or extension of time to pay the Sublessee’s debts, or seeks a reorganization or a readjustment of the Sublessee’s debts, or for any other similar release, or any such petition or any such proceedings of the same or similar kind or character shall be entered by any court of competent jurisdictionfiled, approving a petition or appointing a receiver, trustee, custodian instituted or liquidator of Lessee taken against the Sublessee and the same shall not have been dismissed or of all or a substantial part otherwise resolved in favor of the assets of Lessee, in each case without its application, approval Sublessee within sixty (60) days from the filing or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysinstitution thereof.
Appears in 1 contract
Samples: Sublease Agreement
Events of Default Defined. Any Acceleration of Maturity. If any of the following events ("Events of Default") shall constitute an “have occurred and be continuing (whatever the reason for such Event of Default” under a Property ScheduleDefault and whether it shall be voluntary or involuntary or by operation of law or otherwise), that is to say:
A. default shall be made in the due and punctual payment of all or any part of the principal of or prepayment charge, if any, on any Debenture when and as the same shall become due and payable (a) Failure whether at stated maturity, by Lessee to pay any Lease Payment under the Property Schedule acceleration, by mandatory prepayment or other payment required to be paid with respect thereto at the time specified thereinotherwise);
(b) Failure by Lessee to observe B. default shall be made in the due and perform punctual payment of any covenantinterest on any Debenture when and as such interest shall become due and payable, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, and such default shall have continued for a period of thirty (30) days after written notice specifying five days;
C. default shall he made in the performance or observance of any covenant, agreement or condition contained in Sections 8.4 to 8.8, inclusive;
D. default shall he made in the performance or observance of any other covenant, agreement or condition contained in this Agreement or any Debenture and such failure and requesting that it default shall have continued for a period of 30 days;
E. the Company or any Subsidiary shall not pay any other Debt in an aggregate principal amount of at least $1,000,000 when due, or a condition shall exist permitting other Debt of the Company or a Subsidiary in an aggregate outstanding principal amount of at least $5,000,000 to become or be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time declared due prior to its expiration; provided thatstated maturity, except a condition in respect of a Guarantee of the Company or a Subsidiary if the failure stated Company or such Subsidiary shall duly perform its obligations in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension respect of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is correctedGuarantee;
(c) Any statement, representation F. the Company or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee Subsidiary shall (iI) apply for or consent to the appointment of, or the taking of possession by, a receiver, trusteecustodian, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii2) be unable, fail or admit in writing its inability generally unable to pay its debts as they such debts become due, (iii3) make a general assignment for the benefit of its creditors, (iv4) have an order commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (S) file a petition seeking to take advantage of any other law providing for the relief entered of debtors, (6) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under applicable federal bankruptcy lawsuch Bankruptcy Code, (7) take any action under the laws of any jurisdiction analogous to any of the foregoing, or (v) file 8) take any corporate action for the purpose of. effecting any of the foregoing;
G. a voluntary petition in bankruptcy proceeding or a petition case shall be commenced, without the application or an answer seeking reorganization or an arrangement with creditors or taking advantage consent of any insolvency law the Company or any answer admitting the material allegations of a petition filed against Lessee Subsidiary in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving seeking (I) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of its debts, (2) the appointment of a petition or appointing a trustee, receiver, trusteecustodian, custodian liquidator or liquidator the like of Lessee it or of all or a any substantial part of its assets, or (3) similar relief in respect of it, under any law providing for the assets relief in respect of Lesseeit, in each case without its application, approval or consentunder any law providing for the relief of debtors, and such orderproceeding or case shall continue undismissed, judgment or decree unstayed and in effect, for a period of 60 days; or an order for relief shall he entered in an involuntary case under such Bankruptcy Code against the Company or any Subsidiary; or action under the laws of any jurisdiction analogous to any of the foregoing shall be taken with respect to the Company or any Subsidiary and shall continue unstayed and in effect for any period of 60 consecutive days;
H. any representation or warranty made by the Company in this Agreement or in any certificate or other instrument delivered hereunder or pursuant hereto or in connection with any provision hereof shall prove to be false or incorrect in any material adverse respect on the date as of which made or shall be breached; or
I. final judgement or judgements for the payment of money aggregating at least $100,000 shall be rendered against the Company or a Subsidiary and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed;
(a) if such event is an Event of Default specified in Subsection F or G of this Section 10 with respect to the Company, all of the Debentures at the time outstanding shall automatically become immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or notice of any kind, alt of which are hereby waived by the Company, and (5) if such event is any other Event of Default, you may at your option, by notice in writing to the Company, declare all of the Debentures to be, and all of the Debentures shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Premium, if any, with respect to each Debenture without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company, provided that the Yield-Maintenance Premium, if any, with respect to each Debenture shall be due and payable upon such declaration only if (x) such event is. an Event of Default specified in any of Subsections A,B,C,D, or E of this Section 10, (y) you shall have given to the Company, at least 10 Business Days before such declaration, written notice stating your intention so to declare the Debenture to be immediately due and payable and identifying one or more such Events of D6fault whose occurrence on or before the date of such notice permits such declaration and (z) one or more of the Events of Default so identified shall be continuing at the time of such declaration.
Appears in 1 contract
Samples: Debenture Purchase Agreement (Public Service Co of North Carolina Inc)
Events of Default Defined. Any of the following that shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise) shall constitute an event of default (each an “Event of Default” under a Property Schedule:
(a) Failure by Lessee ”): the Company shall fail to pay perform or observe any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee to observe and perform any covenant, condition covenant or agreement on its part to be observed set forth in this Note or performed with respect to the Property ScheduleNote Purchase Agreement in any material respect, other than or the Company shall breach any representation or warranty contained in the Note Purchase Agreement in any material respect, and (except as referred to set forth in subparagraph (aSection 4.1(e)) above, such failure or breach continues uncured for a period of thirty (30) 10 business days after written notice specifying such failure and requesting that it thereof shall be remedied received by the Company from holders of at least of majority of the principal amount of the Notes then outstanding (the “Requisite Noteholders”); or if an order, judgment or decree is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationentered adjudicating the Company bankrupt or insolvent; provided that, or if the failure stated Company shall commence any case, proceeding or other action relating to it in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or for any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or if the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator trustee of Lessee, it or of for all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make makes a general assignment for the benefit of creditors; or if any case, (iv) have an order for relief entered proceeding or other action against it under applicable federal bankruptcy law, or (v) file a voluntary petition the Company shall be commenced in bankruptcy or a petition seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or an answer seeking reorganization or an arrangement with creditors or taking advantage readjustment of any insolvency law its debts, or any answer admitting the material allegations of a petition filed against Lessee in other relief, under any bankruptcy, reorganization insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or insolvency proceeding; or
(e) An order, judgment other similar act or decree shall be entered by law of any court of competent jurisdiction, approving a petition domestic or appointing foreign, now or hereafter existing; or if a receiver, trustee, custodian or liquidator trustee of Lessee the Company or of for all or a substantial part of its properties shall be appointed; or if a warrant of attachment, execution or distraint, or similar process, shall be issued against any substantial part of the assets property of Lesseethe Company; and if, in each case without its applicationsuch case, approval or consent, and such order, judgment or decree condition shall continue unstayed and in effect for any a period of 60 consecutive daysdays undismissed, undischarged or unbonded; or the Company shall fail to pay when due any principal of or accrued interest on this Note and such payment shall not have been made within ten business days after written notice thereof is received by the Company from the Requisite Noteholders.
Appears in 1 contract
Samples: Note Purchase Agreement (LMP Automotive Holdings Inc.)
Events of Default Defined. Any The following are “events of the following shall constitute an “Event of Defaultdefault” under a Property Schedulethis Loan Agreement:
(a) Failure by Lessee the Company to pay any Lease Loan Payment, any Additional Payment payable directly to the Issuer or Trustee, or any part thereof payable under the Property Schedule or other payment required to be paid with respect thereto Loan Agreement at the time times specified therein;, or any other Additional Payment for a period of 30 days after the receipt by the Company of notices sent by certified or registered mail by the Issuer or the Trustee, specifying such failure and requesting that it be remedied.
(b) Failure by Lessee Company or Issuer to observe and perform any covenant, condition condition, or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) 30 days after written notice the receipt by Company of notices sent by certified or registered mail by Issuer or Trustee, specifying such failure and requesting that it be remedied is given to Lessee by Lessorremedied, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided that, . The provisions of this paragraph (b) are subject to the following limitations: (i) if the failure stated in the notice said default be a default that is correctable but that cannot be corrected within the applicable period, Lessor will 30 days it shall not unreasonably withhold its consent to constitute an extension event of such time default if corrective action is instituted by Lessee within the applicable said 30 day period and diligently pursued until the default is corrected;
(c) Any statement, representation corrected or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) if by reason of force majeure Company, after using its best efforts, is unable in whole or in part to carry out its agreements on its part herein contained, other than the obligations on the part of Company contained in Article V and Sections 7.3 and 7.4 hereof, Company shall not be unabledeemed in default during the continuance of such inability. The term “force majeure” as used herein shall mean, fail or admit in writing its inability generally to pay its debts as they become duewithout limitation, (iii) make a general assignment for the benefit following: acts of creditorsGod; strikes, (iv) have an order for relief entered against it under applicable federal bankruptcy lawlockouts, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage other industrial disturbances; acts of public enemies, orders of any insolvency law kind of the government of the United States or of the State or any answer admitting of their departments, agencies, or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission pipes, or canals; partial or entire failure of utilities; or any other cause or event not reasonably within the material allegations control of a petition filed against Lessee in any bankruptcyCompany. Company agrees, reorganization however, to remedy with all reasonable dispatch the cause or insolvency proceedingcauses preventing Company from carrying out its agreements; or
(e) An orderprovided, judgment or decree that the settlement of strikes, lockouts, and other industrial disturbances shall be entered entirely within the discretion of Company, and Company shall not be required to make settlement of strikes, lockouts, and other industrial disturbances by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part acceding to the demands of the assets of Lessee, in each case without its application, approval opposing party or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysparties.
Appears in 1 contract
Samples: Loan Agreement (American Railcar Industries, Inc./De)
Events of Default Defined. Any The following shall be "events of default" under this Agreement and the term "events of default" shall mean, whenever they are used in this Agreement, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure by Lessee the Company to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under subsections (a) and (e) of Section 5.1 hereof which results in failure to pay principal of, premium or interest on or the time specified therein;purchase price of the 2007 Series B Bonds, and such failure shall cause an event of default under the Indenture.
(b) Failure by Lessee Company to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee Company by LessorIssuer or Trustee, unless Lessor Issuer and Trustee shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor Issuer and Trustee will not unreasonably withhold its their consent to an extension of such time if such failure is capable of being cured and corrective action is instituted by Lessee Company within the applicable period and is being diligently pursued until the default is corrected;pursued.
(c) Any statementAn involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Company, representation or warranty made by Lessee in of a substantial part of the property or pursuant to assets of Company, under Title 11 of the Property Schedule United States Code, as now constituted or its executionhereafter amended, delivery or performance any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or for a substantial part of the property or assets of Company or (iii) the winding-up or liquidation of Company; and such proceeding or petition shall prove to have been false, incorrect, misleading continue undismissed or breached in unstayed for 90 days or an order or decree approving or ordering any material respect on of the date when made;foregoing shall be entered.
(d) Lessee Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (d) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian custodian, sequestrator, conservator or liquidator of Lessee, similar official for Company or of all or for a substantial part of the property or assets of LesseeCompany, (iiiv) be unable, fail or admit file an answer admitting the material allegations of a petition filed against it in writing its inability generally to pay its debts as they become dueany such proceeding, (iiiv) make a general assignment for the benefit of creditors, (ivvi) have an order for relief entered against it under applicable federal bankruptcy lawbecome unable, admit in writing its inability or fail generally to pay its debts as they become due or (vvii) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage take any action for the purpose of effecting any insolvency law or any answer admitting of the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; orforegoing.
(e) An orderThe occurrence of an Event of Default under the Indenture.
(f) From and after the Effective Date, judgment or decree shall be entered all bonds outstanding under the First Mortgage Indenture shall, if not already due, have become immediately due and payable whether by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part declaration of the assets of Lessee, in each case without its application, approval First Mortgage Trustee or consentotherwise, and such order, judgment acceleration shall not have been rescinded or decree shall continue unstayed and in effect for any period of 60 consecutive daysannulled by the First Mortgage Trustee.
Appears in 1 contract
Events of Default Defined. Any of the following events shall constitute an “"Event of Default” " under a Property ScheduleLease, subject to Section 3.03:
(a) Failure by the Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto under any Lease at the time specified thereinherein;
(b) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to the Lessee by the Lessor, unless the Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by the Lessee in or pursuant to the Property Schedule any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money or receiving credit under which the Lessee may be obligated as borrower, if such default consists of (i) the failure to pay any indebtedness of $100,000 or more when due or (ii) the failure to perform any other obligation thereunder that gives the holder of the indebtedness the right to accelerate the indebtedness if such indebtedness is $100,000 or more.
(e) The Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the Lessee, or of all or a substantial part of the assets of the Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against the Lessee in any bankruptcy, reorganization or insolvency proceeding; or;
(ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of or the Lessee or of all or a substantial part of the assets of the Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 30 consecutive days; or
(g) The Lessee shall consolidate, merge or otherwise combine with any other entity, or sell, lease or dispose of all or a substantial portion of its assets.
Appears in 1 contract
Events of Default Defined. Any Each of the following shall constitute events is an “Event of Default” under a Property Schedule”:
(a) A. Failure by Lessee the Company to pay make any Lease Payment under Rent payment when due, and such failure continues for a period of five (5) Business Days after notice of such failure is received by the Property Schedule Company.
B. Any Bond Document, or any certificate or other payment required document delivered pursuant to any Bond Document, contains a material misrepresentation by the Company, which misrepresentation continues to materially adversely affect the Purchaser or the Depositary, and the Company fails to cure the effect of such misrepresentation within thirty (30) Business Days after such party gives the Company written notice of such misrepresentation or, if the effect of such misrepresentation cannot reasonably be paid with respect thereto at cured within thirty (30) Business Days, failure by the time specified therein;Company to commence the remedy within such period and to pursue the same diligently to completion.
C. A decree or order for relief by a court of competent jurisdiction is entered in an involuntary case under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (bor similar official) of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days, or the commencement by the Company of a voluntary case under such law, or the consent by the Company either to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the taking of action by the Company to authorize or effect any of the foregoing.
D. Failure by Lessee the Company to observe and perform any covenant, condition of its material obligations under this Lease or agreement on its part to be observed or performed with respect to the Property ScheduleIndenture, other than as referred to in subparagraph (a) abovethe payment of Rent, for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Company by Lessorthe Issuer or the Purchaser, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected remedied within thirty (30) days and the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if Company has instituted corrective action is instituted by Lessee within the applicable period thirty (30) days after such notice and diligently pursued pursues such action until the default such failure is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysremedied.
Appears in 1 contract
Samples: Lease Agreement
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within 10 days after the time date when due as specified thereinherein or (ii) maintain insurance as required herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (a) above, for a period of thirty (30) 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any payment default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregate amount in excess of $10,000,000, in each case payable from the general fund of Lessee;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, creditors or (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee Xxxxxx in any bankruptcy, reorganization reorganization, moratorium or insolvency proceeding; or
(ef) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of for the Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 30 consecutive days. Failure on the part of Lessee to make any payment, transfer or disbursement provided for in this Agreement or in the Acquisition Fund Agreement to be paid from moneys in Lessee’s general fund that are legally available and duly appropriated by Xxxxxx’s governing body at its discretion and not at its obligation shall not be a default or Event of Default under this Agreement or the Acquisition Fund Agreement and no remedy is provided for any such failure.
Appears in 1 contract
Events of Default Defined. Any of the following events shall constitute an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee to (i) pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto at under this Agreement within ten (10) days after the time date when due as specified thereinherein, (ii) maintain insurance as required herein, or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section 6.01 or 6.02 hereof;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement contained in this Agreement on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice can be cured but cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule this Agreement or its execution, delivery or performance shall prove to have been false, incorrect, misleading misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $1,000,000.00;
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.,
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Events of Default Defined. Any one or more of the following shall constitute an “Event of Default” under a Property Schedule”:
(a) Failure by Lessee the Company shall fail to pay any Lease Payment under interest on any Loan or principal of any Loan when the Property Schedule or other payment required to be paid with respect thereto at the time specified thereinsame shall become due and payable;
(b) Failure the Company shall fail to pay any fee, commission or other amount payable under this Agreement or any Related Document when the same shall become due and payable and such failure shall continue unremedied for a period of five (5) days;
(c) any representation or warranty made or deemed made by Lessee or on behalf of the Company or any Subsidiary in or in connection with this Agreement or any Related Document or any amendment or modification hereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Related Document or any amendment or modification hereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(d) the Company shall fail to perform or observe and perform any covenant, condition or agreement on its part contained in this Agreement or any Related Document to be observed which it is a party;
(e) the Company or performed with any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect to any material Indebtedness, when and as the Property Schedule, other than as referred to same shall become due and payable and after the expiration of any applicable grace period;
(f) any event or condition occurs that results in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time any material Indebtedness becoming due prior to its expiration; provided thatscheduled maturity or payment date, if or that enables or permits (with or without the failure stated giving of notice, the lapse of time or both) the holder or holders of any material Indebtedness or any trustee or agent on its or their behalf to cause such material Indebtedness to become due prior to their scheduled maturity or payment date or to require the prepayment, repurchase, redemption or defeasance thereof prior to their scheduled maturity or payment date (in the notice cannot be corrected within the each case after giving effect to any applicable cure period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected);
(cg) Any statement, representation the Company or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee Subsidiary shall (i) apply for suspend or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lesseediscontinue its business, (ii) be unablemake an assignment for the benefit of creditors, fail or (iii) generally not pay its debts as such debts become due, (iv) admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a bankruptcy, (vi) become insolvent (however such insolvency shall be evidenced), (vii) file any petition or an answer seeking reorganization for itself any reorganization, arrangement, composition, readjustment of debt, liquidation or an arrangement with creditors dissolution or taking advantage similar relief under any present or future statute, law or regulation of any insolvency law jurisdiction, (viii) petition or apply to any tribunal for any receiver, custodian or any trustee for any substantial part of its property, (ix) be the subject of any such proceeding filed against it which remains undismissed for a period of forty-five (45) days, (x) file any answer admitting or not contesting the material allegations of a any such petition filed against Lessee in it or any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be approving such petition in any such proceeding, (xi) seek, approve, consent to, or acquiesce in any such proceeding, or in the appointment of any trustee, receiver, sequestrator, custodian, liquidator, or fiscal agent for it, or any substantial part of its property, or an order is entered appointing any such trustee, receiver, custodian, liquidator or fiscal agent and such order remains in effect for forty-five (45) days, or (xii) take any formal action for the purpose of effecting any of the foregoing or looking to the liquidation or dissolution of the Company or any Subsidiary;
(h) an order for relief is entered under the United States bankruptcy laws or any other decree or order is entered by a court having jurisdiction (i) adjudging the Company or any court of competent jurisdictionSubsidiary bankrupt or insolvent, (ii) approving as properly filed a petition seeking reorganization, liquidation, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under the United States bankruptcy laws or any other applicable Federal or state law, (iii) appointing a receiver, liquidator, assignee, trustee, custodian custodian, sequestrator (or liquidator other similar official) of Lessee the Company or any Subsidiary of all or a any substantial part of the assets of Lesseeproperty thereof, or (iv) ordering the winding up or liquidation (other than, in each the case without its applicationof a Subsidiary, approval voluntary liquidation, not under any bankruptcy, insolvency or consentsimilar law) of the affairs of the Company or any Subsidiary, and any such order, judgment decree or decree shall continue order continues unstayed and in effect for a period of forty-five (45) days;
(i) one or more judgments or decrees against the Company or any of its Subsidiaries or any combination thereof aggregating in excess of $10,000,000, which judgment or decree (i) shall not be fully covered by insurance after taking into account any applicable deductibles, and (ii) shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of at least thirty (30) consecutive days;
(j) this Agreement or any Related Document shall cease, for any reason, to be in full force and effect of the Company or any Guarantor shall so assert in writing or shall disavow any of its obligations hereunder or thereunder;
(k) an ERISA Event shall have occurred that, in the opinion of the Bank, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;
(l) The occurrence of any “default”, as defined in any Related Document (other than this Agreement) or the breach of any of the terms or provisions of any Related Document (other than this Agreement), which default or breach continues beyond any period of 60 consecutive daysgrace therein provided;
(m) and authorization of approval or other action by any Governmental Authority required for the execution, delivery or performance of this Agreement or any Related Document shall be terminated, revoked or rescinded or shall otherwise no longer be in full force and effect; or
(n) a Change in Control shall occur.
Appears in 1 contract
Samples: Loan Agreement (Badger Meter Inc)
Events of Default Defined. Any Each of the following shall constitute be an “Event of Default” under the Indenture, with respect to a Property ScheduleSeries of Bonds:
(a) Failure by Lessee to pay if payment of any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein;installment of interest on any Bond of such Series is not made when it becomes due and payable; or
(b) Failure by Lessee to observe and perform if payment of the principal or Redemption Price of any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension Bond of such time prior to its expirationSeries is not made when it becomes due and payable at maturity or upon call or presentation for redemption; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;or
(c) Any statementif the Issuer, representation for any reason, fails in, or warranty made is rendered incapable of, fulfilling its obligations under the Indenture or under the Act which may be determined solely by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;Majority Holders; or
(d) Lessee shall (i) apply for if the Issuer proposes or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, (iv) have an order or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for relief entered against it under applicable federal bankruptcy lawthe Issuer or any of its assets or revenues, or (v) file a voluntary petition there is commenced any proceeding in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any liquidation, bankruptcy, reorganization reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency proceedinginsolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or
(e) An orderif the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond of such Series issued pursuant to the Indenture and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the Issuer by the Trustee, judgment which may give such notice in its discretion and shall give such notice at the written request of the Majority Holders; provided, however, that if such performance requires work to be done, actions to be taken, or decree conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be entered deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion; or
(f) written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture; or
(g) if at any court of competent jurisdiction, approving time the amount in the Debt Service Reserve Fund or any account therein is less than the Debt Service Reserve Requirement as a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part result of the assets Trustee withdrawing an amount therefrom to satisfy the Debt Service Reserve Requirement on the Bonds of Lesseeany Series and such amount has not been restored within thirty (30) days of such withdrawal; or
(h) if on an Interest Payment Date the amount in any Series Interest Account, Principal Account or Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on the Bonds of such Series on such Interest Payment Date (without regard to any amount available for such purpose in each case without its applicationthe applicable Debt Service Reserve Account); or
(i) more than twenty percent (20%) of the “maintenance special assessments” levied by the Issuer on District lands upon which the Special Assessments are levied to secure one or more Series of Bonds pursuant to Section 190.021(3), approval or consentFlorida Statutes, as amended, and such ordercollected directly by the District have become due and payable and have not been paid, judgment when due. The Trustee shall not be required to rely on any official action, admission or decree shall continue unstayed and in effect for any period declaration by the Issuer before recognizing that an Event of 60 consecutive daysDefault under (c) above has occurred.
Appears in 1 contract
Samples: Master Trust Indenture
Events of Default Defined. Any of the The following shall constitute an be “Events of Default” under this Agreement, and the terms “Event of Default” under a Property Schedule:
(a) Failure by Lessee or “Default” shall mean, whenever they are used in this Agreement, any one or more of the following events: The Purchaser’s failure to pay any Lease Payment under the Property Schedule or other payment amounts required to be paid with respect thereto under Section 5.03 of this Agreement at the time times specified therein;
(b) Failure by Lessee . The Purchaser’s breach in any material respect of any representation or warranty contained in this Agreement or the Purchaser’s failure in any material respect to observe and perform observe, perform, or comply with any covenant, condition condition, or agreement in this Agreement on its the part of the Purchaser to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph subsection (a) aboveof this Section 8.01 and in Section 6.03 hereof, for a period of thirty (30) days after written notice specifying such breach or failure and requesting that it be remedied is remedied, given to Lessee the Purchaser by Lessorthe Issuer or the Bondholders, unless Lessor the Bondholders shall agree in writing to an extension of such time prior to its expiration; provided that, if . In the failure stated in the notice case of any such breach or default that cannot with due diligence be corrected cured within such thirty (30) day period but can be wholly cured within a period of time not materially detrimental to the applicable periodrights of the Issuer and the Bondholders, Lessor will to be determined conclusively by the Bondholders, it shall not unreasonably withhold its consent to constitute an extension Event of such time Default if corrective action is instituted by Lessee the Purchaser within the applicable period and diligently pursued until the breach or default is corrected;
(c) Any statement, representation corrected in accordance with and subject to any directions or warranty made limitations of time established in writing by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee Bondholders. The Purchaser shall (i) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee, custodian or liquidator of Lessee, it or of all or a substantial part of the assets of Lesseeits property, (ii) be unableenter into an agreement of composition with its creditors, fail or (iii) admit in writing its inability generally to pay its debts as they such debts become due, (iiiiv) make a general assignment for the benefit of its creditors, (ivv) have an order for relief entered commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect), (vi) file a petition or answer seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding‑up, or composition or adjustment of debts, (vii) fail to controvert in a timely or appropriate manner or acquiesce in writing to any petition filed against it in an involuntary case under applicable such federal bankruptcy law, or (vviii) file a voluntary petition in bankruptcy take any action for the purpose of effecting any of the foregoing. A proceeding or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree case shall be entered by commenced, without the application of the Purchaser, in any court of competent jurisdiction, approving seeking (i) the liquidation, reorganization, dissolution, winding‑up, or composition or adjustment of debts of the Purchaser, (ii) the appointment of a petition or appointing a trustee, receiver, trusteecustodian, custodian liquidator, or liquidator the like of Lessee the Purchaser or of all or a any substantial part of the assets of Lesseeit, or (iii) similar relief in each case without its applicationrespect of the Purchaser under any law relating to bankruptcy, approval insolvency, reorganization, winding‑up, or consentcomposition and adjustment of debts, and such proceeding or case shall continue undismissed or an order, judgment judgment, or decree approving or ordering any of the foregoing shall be entered and shall continue unvacated and unstayed and in effect for any a period of 60 sixty (60) days, whether consecutive daysor not.
Appears in 1 contract
Samples: Agreement of Sale
Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, on written notice to the Company given by the holders of this Note, forthwith become and be due and payable if any one or more the following events (“Events of Default”) shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule or other payment required to be paid with respect thereto at of interest on the time specified therein;
(b) Failure by Lessee to observe Note when and perform any covenant, condition or agreement on its part to be observed or performed with respect to as the Property Schedule, other than as referred to in subparagraph (a) above, same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or
(ii) if failure shall be made in the payment of principal on the Note when and as the same shall become due, whether on the Maturity Date or upon acceleration; or
(iii) if the Company shall violate or breach in any material respect any of the representations, warranties and covenants contained in this Note, the Agreement or the Security Agreement (other than Section 3(b) of the Security Agreement) and such violation or breach shall continue for thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationbreach shall been received by the Company from the Holder; provided thator
(iv) if any Guarantor shall violate or breach any of the representations, warranties and covenants contained in the Guaranty or the Security Agreement (other than Section 3(b) of the Security Agreement) and such violation or breach shall continue for thirty (30) days after written notice of such breach shall been received by the Company from the Holder; or
(v) if the failure stated Company or any Guarantor shall breach the covenants contained in Section 3(b) of the Security Agreement; or
(vi) if the Common Stock is not traded on the OTC Bulletin Board or on The NASDAQ Stock Market or the New York Stock Exchange or any of their respective markets, including, in the notice cannot be corrected within case of the applicable periodNew York Stock Exchange, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;American Stock Exchange; or
(cvii) Any statement, representation if there is an order from the SEC or warranty made by Lessee any court which stops or restricts trading in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;Common Stock; or
(dviii) Lessee if the Company, any Guarantor or any Significant Subsidiary (which term shall (i) apply for or mean any subsidiary of the Company which would be considered a significant subsidiary, as defined in Rule 1-02 of Regulation S-X of the SEC shall consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company, any Guarantor or any Significant Subsidiary, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceedingwinding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt, or the Company or any Guarantor or any Significant Subsidiary or their directors or a majority of its stockholders shall vote to dissolve or liquidate the Company, any Guarantor or any Significant Subsidiary other than a liquidation involving a transfer of assets from a Subsidiary (other than a Guarantor) to the Company or another Subsidiary; or
(eix) An if an involuntary petition shall be filed against the Company, any Guarantor or any Significant Subsidiary seeking relief against the Company, any Guarantor or any Significant Subsidiary under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated or set aside within ninety (90) days from the filing thereof; or
(x) if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by appointing, without consent of the Company, any court of competent jurisdictionGuarantor or any Significant Subsidiary, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company, any Guarantor or any Significant Subsidiary, or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationany Guarantor or any Significant Subsidiary, approval or consentapproving a petition filed against the Company, any Guarantor or any Significant Subsidiary seeking a reorganization or arrangement of the Company, any Guarantor or any Significant Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or any substantial part of the property of the Company, any Guarantor or any Significant Subsidiary shall be sequestered; and such order, judgment or decree shall continue unstayed not be vacated or set aside within ninety (90) days from the date of the entry thereof; or
(xi) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company, any Guarantor or any Significant Subsidiary or of all or any substantial part of the property of the Company, any Guarantor or any Significant Subsidiary and in effect for any period such custody or control shall not be terminated within ninety (90) days from the date of 60 consecutive daysassumption of such custody or control.
Appears in 1 contract
Samples: Convertible Note Agreement (American Tonerserv Corp.)
Events of Default Defined. Any The following shall be “events of default” under this Lease and the terms “events of default” and “default” shall mean, whenever they are used in this Lease, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(ai) Failure by the Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at hereunder by not later than ten (10) Business Days before the time specified therein;Payment Date immediately following each corresponding Lease Payment Date.
(bii) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed herein or otherwise with respect to hereto or in the Property ScheduleTrust Agreement, other than as referred to in subparagraph clause (ai) aboveof this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is has been given to the Lessee by the Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expirationthe Trustee or the Certificateholder; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will the Lessor, the Trustee acting at the direction of the Certificateholder, shall not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected;.
(ciii) Any statementThe filing of a voluntary petition in bankruptcy by the Lessee, representation or warranty made the failure by the Lessee in or pursuant promptly to the Property Schedule or its institute judicial proceedings to lift any execution, delivery garnishment or performance shall prove attachment of such consequence as will materially impair its ability to have been falsecarry on its operations, incorrector the filing of a petition by the Lessee under the Federal Bankruptcy Code, misleading or breached in the adjudication of the Lessee as insolvent or as a bankrupt, or any material respect on assignment by the date when made;
(d) Lessee shall (i) apply for the benefit of its creditors, or the application for, or consent to to, the appointment of a any receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of similar officer by the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or the entry by the Lessee into an agreement of all composition with its creditors. The Lessor’s failure to perform any of its obligations hereunder shall not be an event permitting the nonpayment of Lease Payments by the Lessee or a substantial part the termination of this Lease by the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
Appears in 1 contract
Samples: Lease Agreement
Events of Default Defined. Any one of the following shall constitute be an “Event of Default” under a Property Schedulethis Agreement:
(a) Failure by Lessee the Borrower/Grantee to pay any Lease Payment under the Property Schedule or other payment amount required to be paid with respect thereto at under this Agreement on the time specified therein;date on which it is due and payable; or
(b) Failure by Lessee the Borrower/Grantee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, under this Agreement for a period of thirty (30) days after written notice notice, specifying such failure and requesting that it be remedied remedied, is given to Lessee the Borrower/Grantee by Lessorthe Finance Authority, unless Lessor the Finance Authority shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Finance Authority but cannot be corrected cured within the applicable thirty (30) day period, Lessor the Finance Authority will not unreasonably withhold its their consent to an extension of such time if corrective action is instituted by Lessee the Borrower/Grantee within the applicable period and diligently pursued until the default failure is corrected;; and provided, further, that if by reason of Force Majeure the Borrower/Grantee is unable to carry out the agreements on its part herein contained, the Borrower/Grantee shall not be deemed in default under this paragraph 9.1(b) during the continuance of such inability (but Force Majeure shall not excuse any other Event of Default); or
(c) Any statementwarranty, representation or warranty made other statement by Lessee or on behalf of the Borrower/Grantee contained in this Agreement or pursuant in any instrument furnished in compliance with or in reference to the Property Schedule this Agreement is determined to be false or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on in the date when made;sole discretion of the Finance Authority; or
(d) Lessee A petition is filed against the Borrower/Grantee under any bankruptcy, moratorium, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing, but the Finance Authority shall (i) apply for or consent have the right to intervene in the proceedings prior to the appointment expiration of such thirty (30) days to protect their interests; or
(e) The Borrower/Grantee files a receiverpetition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, trusteemoratorium, custodian reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidator liquidation law of Lesseeany jurisdiction, whether now or hereafter in effect, or consents to the filing of all any petition against it under any such law; or
(f) The Borrower/Grantee admits insolvency or a substantial part of the assets of Lessee, (ii) be unable, fail bankruptcy or admit in writing its inability generally to pay its debts debt as they become due or is generally not paying its debt as such debt become due, (iii) make a general or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition custodian (including, without limitation, a receiver, liquidator or an answer seeking reorganization trustee) of the Borrower/Grantee for any of its property is appointed by court order or an arrangement with creditors takes possession thereof and such order remains in effect or taking advantage such possession continues for more than thirty (30) days, but the Finance Authority shall have the right to intervene in the proceedings prior to the expiration of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceedingsuch thirty (30) days to protect their interests; or
(eg) An orderDefault by the Borrower/Grantee in performance or observance of any covenant contained in any other loan agreement, judgment document or decree shall be entered by instrument of any court of competent jurisdiction, approving a petition type whatsoever evidencing or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part securing obligations of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive daysBorrower/Grantee to the Finance Authority.
Appears in 1 contract
Samples: Loan/Grant Agreement
Events of Default Defined. Any The entire unpaid principal amount of this Note, together with interest thereon shall, at the option of the following Registered Holder, exercised by written notice to the Company, forthwith become and be due and payable if any one or more Events of Default shall constitute an “have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default” under a Property ScheduleDefault shall occur:
(ai) Failure by Lessee to pay any Lease Payment under if failure shall be made in the Property Schedule due and punctual payment of the principal of or other payment required to be paid with respect thereto interest on this Note when and as the same shall become due and payable whether at the time specified thereinmaturity or otherwise, and such failure shall have continued for five (5) business days after receipt of notice;
(bii) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance Company shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian trustee or liquidator of Lessee, itself or of all or a substantial part of the assets of Lesseeits property, (ii) be unable, fail or shall admit in writing its inability generally to pay its debts generally as they become due, (iii) or shall make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) shall file a voluntary petition in bankruptcy or a petition bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee the Company, in any bankruptcysuch proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or insolvency proceeding; orwinding up of corporations, or an arrangement, composition, extension or adjustment with its creditors, or shall, in a petition in bankruptcy filed against it be adjudicated a bankrupt, or the Company or its directors or the holders of a majority of its equity interest shall vote to dissolve or liquidate the Company;
(eiii) An if a court of competent jurisdiction shall enter an order, judgment or decree shall be entered by any court appointing, without consent of competent jurisdictionthe Company, approving a petition or appointing a receiver, trustee, custodian trustee or liquidator of Lessee the Company or of all or a any substantial part of the assets property of Lesseethe Company, in each case without its applicationor approving a petition filed against the Company seeking a reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, approval or consent, any substantial part of the property of the Company shall be sequestered; and such order, judgment or decree shall continue unstayed and in effect not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof; or
(iv) if, under the provisions of any law for the relief or aid of debtors, any period court of 60 consecutive days.competent jurisdiction shall assume custody or control of the Company or of all or
Appears in 1 contract
Events of Default Defined. Any The following shall be “events of default” under this Lease and the terms “event of default” and “default” shall mean, whenever they are used in this Lease, any one or more of the following shall constitute an “Event of Default” under a Property Scheduleevents:
(a) Failure failure by Lessee to pay any Lease Rental Payment under the Property Schedule or other payment required to be paid with respect thereto hereunder at the time specified thereinherein;
(b) Failure failure by Lessee to observe and perform any covenant, condition or agreement Lease on its part to be observed or performed with respect to the Property Scheduleperformed, other than as referred to in subparagraph (aSection 13.01(a) aboveor 13.01(c), for a period of thirty (30) 30 days after written notice notice, specifying such failure and requesting that it be remedied is as given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided thatprovided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action deemed appropriate by Lessor in its sole discretion, is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made failure by Lessee in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect maintain insurance on the date when made;Equipment in accordance with Section 8.03 hereof; and
(d) a determination by Lessor that any representation or warranty of Lessee shall was materially false or misleading when made.
(ie) apply Lessee applies for or consent consents to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter. The foregoing provisions of this Section 13.01 are subject to (a) the assets provisions of Lessee, Section 6.06; and (b) if by reason of force majeure Lessee is unable in each case without its application, approval whole or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.part to carry
Appears in 1 contract
Samples: Equipment Lease Purchase Agreement
