Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement:
(i) If Xxxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or the April 1998 Note, or if any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made;
(ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral");
(iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral").
(iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred.
(b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time.
(c) Notwithstanding anything else contained herein to the contrary, so long as there has b...
Events of Default Remedies Upon Default. If any of the following events (“Events of Default”) shall occur:
(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;
(c) any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to existence) or 5.08 or in Article VI;
(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or in any other Loan Document, and such failure shall continue unremedied for a period of 30 days from the earlier to occur of (a) notice thereof from the Administrative Agent to the Borrower (which will be given if requested by the Required Lenders) and (b) knowledge of such default by a Financial Officer of the Borrower;
(f) any Loan Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable or within any applicable grace period;
(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the 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 any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its schedule...
Events of Default Remedies Upon Default. In the event that:
(i) Pledgor fails or neglects to perform or observe any term, covenant, warranty or representation contained in this Agreement that is required to be performed or observed and the same is not cured to Secured Party’s reasonable satisfaction within fifteen (15) days after the giving of notice by Secured Party to Pledgor; or
(ii) If any statement, certificate or representation made or given by Pledgor to Secured Party under this Agreement shall be untrue, false or inaccurate in any material respect; or
(iii) The Collateral or a significant part of Pledgor’s other assets are attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter; or
(iv) If there occurs an “Event of Default” under the Debentures, including without limitation a default in payment of any principal amount due thereunder, a default in payment of any interest or other amount due thereunder which default continues for more than five (5) Business Days after the due date thereof or if the Grantor or the Parent is subject to any Bankruptcy Event; or;
(v) Pledgor ceases to conduct its business or is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business affairs; then in each such case an Event of Default hereunder shall have occurred (an “Event of Default”). During the period during which an Event of Default shall have occurred and be continuing:
(a) Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code as in effect in the State of New York (the "Uniform Commercial Code") (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Secured Party were the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right);
(b) Secured Party in its discretion may, in its name or in th...
Events of Default Remedies Upon Default. Each of the following shall be deemed an event of default under this lease:
(a) failure by Tenant to make any payment of Rent to Landlord on or before the date it is due as described in §3, above and such default shall not be cured within 5 days after written notice from Landlord that such payment is overdue;
(b) Tenant’s failure to pay Rent in full on the date such payment is due, at any time during any 12 consecutive month period in which Tenant has already received two notices of its failure to pay Rent in full under paragraph (a) above;
(c) failure by Tenant to make any other payment or perform or observe any other obligation or condition to be performed or observed by Tenant under this lease and failure by Tenant to correct such default within 30 days after Landlord gives Tenant written notice to do so or, if because of the nature of such default it cannot be corrected within such 30-day period, failure by Tenant to commence correction within such 30-day period and thereafter to expeditiously and continuously prosecute the correction to completion;
(d) failure of Tenant to maintain, at all times during the initial Term of the lease, cash and Cash Equivalents (defined below), measured on a consolidated basis, of at least $5,000,000 (as modified from time to time, the “Liquidity Obligation”). “Cash Equivalents” are defined as highly liquid investments having a maturity of three months or less, including, but not limited to, certificates of deposit, commercial paper, money market funds, US government securities, that include US treasury notes, US treasury bonds and other US government issued investment instruments. Notwithstanding the foregoing, provided that as of each anniversary of the Commencement Date, no Tenant event of default exists under the lease, and no event exists, which, with notice, the passage of time or both, would constitute an event of default under the lease, the Liquidity Obligation will decrease by an amount equal to $500,000, until such time as the maximum Liquidity Obligation shall be reduced to $0.00. Any reduction in the Liquidity Obligation shall remain in force and effect until the Liquidity Obligation is adjusted, if at all, on the immediately subsequent anniversary of the Commencement Date. Tenant’s inability to receive a reduction in the Liquidity Obligation on any Commencement Date anniversary shall not prohibit Tenant from receiving subsequent reductions in the Liquidity Obligation, provided that Tenant for the twelve mon...
Events of Default Remedies Upon Default. A default under this Grant Agreement shall consist of any use of Grant Funds for a purpose not authorized by this Agreement, any noncompliance with legislative, regulatory or other requirements applicable to this Agreement, failure to comply with the performance objectives, tasks, time requirements or costs established by this Agreement, any other material breach of this Agreement, or any material misrepresentation during the process of obtaining the Grant Funds under this Agreement which, if known to HUD, would have resulted in the denial of the award of the Grant Funds. If HUD makes an initial determination that the Grantee is in default of this Grant Agreement, HUD will give the Grantee written notice of this determination and the corrective or remedial action proposed by HUD. The Grantee shall have an opportunity to demonstrate within 30 calendar days, and on the basis of facts and data, that it is not in default, that it has taken action(s) necessary to cure the default, or that the proposed corrective or remedial action is inappropriate, before HUD implements the corrective or remedial action. If HUD determines that there is an imminent threat that the Grantee will continue to expend Grant Funds contrary to this Grant Agreement unless HUD takes immediate action, HUD, concurrently with issuing a written notice of default, may implement a remedial action appropriate to prevent such expenditure. Corrective or remedial actions that HUD may take shall include, but shall not be limited to: 1. Canceling or revising the affected activities under this Grant Agreement.
Events of Default Remedies Upon Default. (a) It shall be considered an event of default under this Agreement (an “event of Default”) if:
(i) BioHorizons fails to purchase in any applicable year the required minimum purchase of Products for Osteotech as defined in the Agreement.
(ii) BioHorizons does not meet or exceed its annual purchase requirements, as shown in Exhibit; Osteotech will have the right to terminate this Agreement with 60 days written notice.
(iii) either party commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or any state bankruptcy laws, or becomes insolvent, or if any substantial part of its property becomes subject to any levy, seizure, assignment or application for sale which shall not have been dismissed within thirty (30) day.
(iv) either party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after being given written notice of such breach or failure by the other, except that the notice and cure period will be sixty (60) days for breaches covered in section 8.3 (a)
Events of Default Remedies Upon Default. (a) The following each shall constitute events of default ("Events of Default") under this Agreement:
(i) If Pledgors fail to perform or observe any term, covenant, or Obligation under this Agreement or the Note, or if any representation or warranty made by Pledgors in this Agreement or the Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made;
(ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within thirty days of Pledgors' actual or constructive knowledge of that filing or recordation; and
(iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Pledgors or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within thirty days.
(b) When and so long as there is any Event of Default, the Pledgee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time.
Events of Default Remedies Upon Default. 7.1 MTI, in its sole discretion, may suspend or terminate the Grant upon the occurrence of any one or more of the following events of default by Recipient:
a) The failure of Recipient to achieve a project endpoint within the anticipated timeframe described in Appendix B; or
b) The failure by Recipient to maintain a place of business, as well as good standing to do business, in the State of Maine throughout the term of this Agreement;
c) The failure by Recipient to locate all business and manufacturing operations and supporting product development or process improvement activities resulting from any product, service or process funded by this Agreement in the State of Maine throughout the term of this Agreement, except as otherwise expressly agreed in writing by MTI;
d) Material change in Recipient’s legal status, financial status, key personnel, or compliance status with federal and state laws, or a material change in the Project that would have a significant adverse effect on Recipient’s ability to implement the Project as described in the Application;
e) Recipient’s expenditure of Grant funds for purposes that are not detailed in the Application or by subsequent written approval of MTI;
f) If any portion of the Grant is used to purchase Equipment, then any Default under the Security Agreement (as the term “Default” is defined therein);
g) Any default by Recipient under any other agreement between MTI and Recipient; or
h) Recipient’s breach of any other terms of this Agreement.
7.2 In the event of Recipient default, MTI, in its sole discretion, may elect to suspend or terminate the Grant.
a) If MTI elects to suspend the Grant, MTI immediately may withhold all undisbursed grant funds pending reinstatement of the Grant without prior notice to Recipient. MTI shall provide Recipient with written notice of MTI’s decision to suspend the Grant and the reasons therefore promptly after the MTI suspension decision. The written notice of suspension shall describe the specific actions which Recipient must complete successfully to secure reinstatement of the Grant award, and the deadline for such remedial actions.
b) If MTI elects to terminate the grant, MTI shall provide Recipient with written notice of the termination decision. MTI may elect, in its sole discretion, to offer Recipient an opportunity to cure the underlying cause of the termination. MTI may provide for automatic termination in any MTI suspension decision as a remedy for Recipient failure to cure the un...
Events of Default Remedies Upon Default. For purposes of this Agreement, the following shall be Events of Default:
A. any representation made by Pledgor in this Agreement or in any other document or instrument delivered to Secured Party in connection with the Guaranty is untrue in any respect which in the reasonable judgment of Secured Party is material, or any warranty herein by Pledgor is not fulfilled in any material respect;
B. any Guarantor defaults in the due and punctual payment of any amount due under the Guaranty as and when the same becomes due and payable as therein provided, and such default remains uncorrected after any applicable cure period;
C. Pledgor defaults in the due and punctual performance of any of the other covenants or agreements contained in this Agreement, and such default is not remedied to the satisfaction of Secured Party within twenty (20) days after written notice by Secured Party to Pledgor to remedy the same.
D. the occurrence of any other event of default under the Guaranty and such default is not cured within the applicable cure period. If any Event of Default shall have occurred and be continuing:
A. Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Missouri at that time (the “Code”), and Secured Party may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. With respect to any of the Collateral that consists of securities not registered under the securities laws of the United...
Events of Default Remedies Upon Default a. It shall be considered an event of default under this Agreement (an "Event of Default") if (i) QuesTec is the subject of a notice of default under Paragraph 6(b) hereof, (ii) either party commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or any state bankruptcy laws, or becomes insolvent, or if any substantial part of its property becomes subject to any levy, seizure, assignment or application for sale which shall not have been dismissed within thirty (30) days or (iii) either party has materially breached any of its representations, warranties or covenants or failed materially to perform any of its other obligations hereunder (other than the obligations of QuesTec with respect to which a notice of default under Paragraph 5(b) hereof may be issued) for a period of thirty (30) days after notice thereof.
b. Either party may provide the other with a notice of termination if the other party shall have committed an Event of Default hereunder by setting forth the nature of such Event of Default and the effective date of such termination in accordance with the applicable grace periods set forth in subparagraph (a) above. Any such notice shall become effective in accordance with its terms. In the event of any such termination,
