Events of Default; Effect Sample Clauses
The "Events of Default; Effect" clause defines specific circumstances under which a party is considered to be in default under the agreement and outlines the consequences that follow such an event. Typically, this clause lists actions or omissions—such as failure to pay, breach of obligations, or insolvency—that trigger a default, and then describes the rights of the non-defaulting party, which may include accelerating payments, terminating the contract, or seeking damages. Its core practical function is to provide a clear framework for identifying breaches and specifying remedies, thereby managing risk and ensuring both parties understand the consequences of non-compliance.
Events of Default; Effect. If default in the payment when due of any principal of, or default (and continuance thereof for 5 days) in the payment when due of interest on, the Trust Note (an "Event of Default") occurs, unless the effect thereof as an Event of Default has been waived in writing by the Company, then the Company may declare the Trust Note to be due and payable, whereupon the Trust Note shall become immediately due and payable, without presentment, demand, protest or notice to the Trust or other action by the Company of any kind whatsoever, all of which actions the Trust hereby waives to the maximum extent permitted by law. The Company shall promptly advise the Trust of any declaration of default, but failure to do so or delay in doing so shall not impair the effect of such declaration. Notwithstanding anything to the contrary herein or in the Trust Note or the Share Pledge Agreement contained or implied, if a Default or Event of Default occurs with respect to the Trust Loan by the Trust, the value of Trust assets transferred in satisfaction thereof shall not exceed the amount of such default. In addition, such a transfer of such Trust assets shall only occur upon and to the extent of the failure of the Trust to meet the payment schedule of the Trust Loan provided in Article II.
Events of Default; Effect. (a) The occurrence at any time of any one or more of the following events shall constitute an "Event of Default" under this Note: (i) the Maker's failure to pay principal of, interest on or other amount when due under this Note, which failure remains unremedied for a period of ten (10) days thereafter, (ii) failure of the Maker to perform or default in the observance by the Maker of any of the Maker's agreements, covenants and/or obligations set forth herein or a material breach of any of Maker's representations and warranties set forth herein; (iii) the dissolution, liquidation or termination of legal existence of the Maker; (iv) the appointment of a receiver, trustee or similar official or agent to take charge of or liquidate any property of assets of the Maker, or action by any court to take jurisdiction of all or a substantial portion of the property or assets of the Maker; (v) the sale of all or substantially all of the Maker's property or assets other than pursuant to an Interim Business Transaction; or (vi) the commencement of any proceeding by the Maker or any other party under any provision of the Bankruptcy Code of the United States, as now in existence or hereafter amended, or of any other proceeding under any applicable federal or state law, now existing or hereafter in effect, relating to bankruptcy, reorganization, insolvency, liquidation or otherwise, for the relief of debtors or readjustment of indebtedness, by or against Maker; provided, that with respect to any proceeding commenced against the Maker such proceeding remains undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceedings occur.
(b) Upon the occurrence of an Event of Default, the outstanding principal amount of this Note, together with accrued interest hereon, shall, upon written notice from the Holder to the Maker, become immediately due and payable without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. Notwithstanding the foregoing, the Holder may, at its option, elect to convert the principal balance outstanding, together with accrued interest, at the time of the Event of Default into that number of Conversion Securities for the quarterly period, as provided in Section 2(a) hereof, corresponding to the occurrence of the Event of Default.
Events of Default; Effect. If default (and continuance thereof for ten business days) in the payment when due of any principal of, or interest on, the ESOP Note occurs (an “Event of Default”), unless the effect thereof as an Event of Default has been waived in writing by the Company or the Company has failed to comply with Section 4.2(f), then the Company may declare the ESOP Note to be due and payable, whereupon the ESOP Note shall become immediately due and payable, without presentment, demand, protest or further notice of any kind to the Trust or other action by the Company of any kind whatsoever, all of which actions the Trust hereby expressly waives to the maximum extent permitted by law. The Company shall promptly advise the Trust of any such declaration, but failure to do so or delay in doing so shall not impair the effect of such declaration. Notwithstanding anything to the contrary herein, in the ESOP Note or the Stock Pledge Agreement contained or implied, in the Event of Default with respect to the ESOP Loan by the Trust, the value of Trust assets transferred to a “disqualified person” (as defined in section 4975(e)(2) of the Code) or a “party in interest” (as defined in section 3(14) of ERISA) in satisfaction thereof shall not exceed the amount of such default (without regard to amounts owing solely as the result of an acceleration under this Section 6.1). In addition, such a transfer of such Trust assets shall only occur upon, and to the extent of the failure of the Trust to meet the principal and interest payment schedules of the ESOP Loan provided in Section 2.3 and Section 2.5 of this Agreement.
Events of Default; Effect. The occurrence of either of the following events shall constitute an Event of Default hereunder:
(a) The Trustee shall fail to make any payment or prepayment of the principal of the ESOP Note within ten (10) days after the same becomes due and payable; or
(b) The Trustee shall fail to pay any interest on the ESOP Note within ten (10) days after the same becomes due and payable. Upon the occurrence of an Event of Default, the Company shall, if it is in compliance with the terms and conditions of this Agreement, be entitled to exercise all rights and remedies available to a creditor at law or in equity and to recover from the Trust dividends/distributions paid to it by the Company and held by the Trustee and those cash contributions made by the Company to the Trust to enable it to meet its obligations hereunder and under the ESOP Note, but which contributions and dividends/distributions have not been so applied by the Trust. Except as to a termination of the Plan or a sale or other transfer of all or substantially all the Shares or the Company’s assets, in no event shall an Event of Default be deemed to have occurred if the Company has not made the contributions and/or dividends/distributions to the Trust as required by Section 5.2 of this Agreement. Notwithstanding any other provision of any of the ESOP Loan Documents, in no event shall there be an acceleration of payments or prepayments not yet due and payable under the terms of the ESOP Note, nor shall any recovery by the Company as a result of an Event of Default hereunder exceed the dollar amount of the default in question. For purposes of this Section 6.1, the dollar amount of a default shall be equal to the difference between (i) the amount paid to the Company by the Trust at the time a payment of principal and interest is due and payable on the ESOP Note and (ii) the aggregate amount of principal and accrued interest which was actually due and payable on the ESOP Note as of such time.