Common use of Events of Default Rights and Remedies Clause in Contracts

Events of Default Rights and Remedies. (a) The occurrence of any of the following shall constitute a default by Agrinatural in all indebtedness outstanding to Heron Lake. A default under any Note or obligation shall constitute a default under all other Notes and obligations due and owing from Agrinatural to Heron Lake. Conditions or events of default shall mean any one of the following events (such being in addition to those conditions or events of default contained in Note(s) and other documents related to this Agreement): (i) If Agrinatural fails to make any payment of indebtedness when and as due under its Notes. (ii) Any representation or warranty made by Agrinatural in this Agreement, or made by Agrinatural in any certificate, instrument or statement contemplated by or made or delivered to Heron Lake shall prove to have been incorrect in any material respect when made. (iii) Default in the performance, or breach, of any covenant or agreement of Agrinatural in this Agreement and/or in Note(s) and/or other documents related to this Agreement. (iv) Default by Agrinatural in the performance, or breach, of any covenant or agreement with any other creditor. (v) Agrinatural has been adjudicated a bankrupt or insolvent or admits, in writing, its inability to pay its debts as they mature and makes an assignment for the benefit of creditors; Agrinatural shall apply for and consent to the appointment of any receiver, trustee or other similar officer for all or any substantial part of its property; or such receiver, trustee or other similar officer shall be appointed without the application or consent of Agrinatural, and such appointment shall continue undischarged for a period of thirty (30) days; Agrinatural shall institute any bankruptcy, whether voluntary or involuntary; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of Agrinatural, and such judgment, writ or other similar process shall not be released, vacated or fully bonded within thirty (30) days after issuance or levy. (vi) A mechanic’s lien is recorded in the real estate records in any of the counties where the Real Estate and/or pipelines are located, and Agrinatural fails to obtain a discharge or release of the mechanic’s lien within thirty (30) days of its recording or fails to deposit with Heron Lake, within said thirty (30) days, sufficient monies to act as a reserve to pay the mechanic’s lien in full should the lien be determined to be valid and enforceable by a court of law. (b) Upon the occurrence of an event of default or at any time thereafter until such event of default is cured to the written satisfaction of Heron Lake, Heron Lake may, but is not obligated to, exercise any and all of the following rights and remedies (such being in addition to those rights and remedies contained in Note(s) and other documents related to this Agreement): (i) Heron Lake may, by notice to Agrinatural, declare the entire unpaid principal amount of any or all Notes or obligations then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement or otherwise to be forthwith due and payable, whereupon such Notes or obligations, all such accrued interest in all such amounts shall become due and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Agrinatural. (ii) Heron Lake may cancel all further advances or disbursements to Agrinatural or on Agrinatural’s behalf against any Notes. (iii) Heron Lake may, by notice to Agrinatural, declare any commitments then outstanding to be terminated, whereupon the same shall be forthwith terminated. (iv) Heron Lake may, without notice to Agrinatural and without further action, apply any and all money owing by Heron Lake to Agrinatural to the payment of any Notes then outstanding, including interest accrued thereon, and of all sums then owing by Agrinatural hereunder. (v) Heron Lake may exercise and enforce its rights and remedies under any Notes, Security Agreements and Mortgages and to proceed with the enforcement of any other rights and remedies it has under law. (vi) Heron Lake may seek equitable relief to obtain immediate possession of the facilities (including pipelines) to continue its operation or may request the appointment of a receiver for the operation of the facilities, Real Estate and pipelines until such time as the foreclosure of Heron Lake’s Mortgage(s) and/or security interests are completed and the redemption period has expired. Agrinatural hereby consents to the appointment of a receiver in the event of default, and Agrinatural will not hinder or interfere with the receiver’s use or possession and quiet enjoyment of the premises.

Appears in 2 contracts

Samples: Loan Agreement (Heron Lake BioEnergy, LLC), Loan Agreement (Heron Lake BioEnergy, LLC)

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Events of Default Rights and Remedies. (a) The occurrence of any Each of the following occurrences shall constitute a default by Agrinatural an Event of Default under this Agreement and the Notes: A. The Borrower shall fail to pay when due any principal or interest and such failure shall continue for ten (10) Business Days; B. The Borrower shall fail to perform or comply with any covenants set forth in all indebtedness outstanding this Agreement other than those referred to Heron Lake. A default under any Note or obligation shall constitute a default under all other Notes in paragraph (A) of this Section 4 and obligations due and owing from Agrinatural to Heron Lake. Conditions or events of such default shall mean any one not have been remedied within ten (10) Business Days after written notice thereof is delivered to the Borrower by the Lender; C. The Borrower shall have breached the terms of the following events License Agreement, dated November 26, 2002, by and between the Borrower and Lender or the Assignment and Transfer Agreement, dated November 26, 2002, by and among the Borrower, Lender and Richard Kirby (such being collectively, the "Operative Documents"), in addition any matexxxx xxxxxxx, D. Any Operative Document shall in any material respect cease to those conditions be, or events Borrower shall assert that any Operative Document is not, a legal, valid and binding obligation of default contained Borrower enforceable in Note(s) and other documents related to this Agreement):accordance with its terms; (i) If Agrinatural fails to make A court having jurisdiction shall enter a decree or order for relief in respect of the Borrower in an involuntary case under any payment applicable bankruptcy, insolvency or other similar law in respect of indebtedness when and as due the Borrower now or hereafter in effect, which decree or order is not stayed; or a filing of an involuntary case under its Notes. any applicable bankruptcy, insolvency or other similar law in respect of the Borrower has occurred; or (ii) Any representation any other similar relief shall be granted under any applicable federal or warranty made by Agrinatural in this Agreementstate law; or a decree or order of a court having jurisdiction for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower, or made by Agrinatural in any certificateover all or a substantial part of their respective property, instrument or statement contemplated by or made or delivered to Heron Lake shall prove to have been incorrect entered; or the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower for all or a substantial part of their respective property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Borrower, and the continuance of any such events in Subsection (ii) above for sixty (60) days unless dismissed, bonded off or discharged; or F. The Borrower shall have an order for relief entered with respect to it or commence a voluntary case under any material respect when made. (iii) Default applicable bankruptcy, insolvency or other similar law now or hereafter in the performanceeffect, or breachshall consent to the entry of an order for relief in an involuntary case, or to the conversion to an involuntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; the making by the Borrower of any covenant or agreement of Agrinatural in this Agreement and/or in Note(s) and/or other documents related to this Agreement. (iv) Default by Agrinatural in the performance, or breach, of any covenant or agreement with any other creditor. (v) Agrinatural has been adjudicated a bankrupt or insolvent or admits, in writing, its inability to pay its debts as they mature and makes an assignment for the benefit of creditors; Agrinatural shall apply for and consent to or the appointment inability or failure of any receiverthe Borrower, trustee or other similar officer for all or any substantial part the admission by the Borrower in writing of its property; or such receiverinability, trustee or other similar officer shall be appointed without the application or consent of Agrinatural, and such appointment shall continue undischarged for a period of thirty (30) days; Agrinatural shall institute any bankruptcy, whether voluntary or involuntary; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of Agrinatural, and such judgment, writ or other similar process shall not be released, vacated or fully bonded within thirty (30) days after issuance or levy. (vi) A mechanic’s lien is recorded in the real estate records in any of the counties where the Real Estate and/or pipelines are located, and Agrinatural fails to obtain a discharge or release of the mechanic’s lien within thirty (30) days of its recording or fails to deposit with Heron Lake, within said thirty (30) days, sufficient monies to act as a reserve to pay the mechanic’s lien in full should the lien be determined to be valid and enforceable by a court of law. (b) its debts as such debts become due. Upon the occurrence of an event any Event of default or at any time thereafter until such event of default is cured Default hereunder, the Lender may by written notice to the written satisfaction of Heron Lake, Heron Lake may, but is not obligated to, exercise any and Borrower declare all of the following rights and remedies (such being in addition to those rights and remedies contained in Note(s) payments and other documents related obligations of Borrower hereunder and under the Notes to this Agreement): (i) Heron Lake may, by notice to Agrinatural, declare the entire unpaid principal amount of any or all Notes or obligations then outstanding, all interest accrued and unpaid thereonbe, and all other amounts payable under this Agreement or otherwise to be forthwith due and payablethe same shall thereupon be, whereupon such Notes or obligations, all such accrued interest in all such amounts shall become due and be forthwith immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, demand or protest or further other requirements of any kind (including, without limitation, valuation and appraisement, diligence, notice of any kindintent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Agrinaturalthe Borrower. (ii) Heron Lake may cancel all further advances or disbursements to Agrinatural or on Agrinatural’s behalf against any Notes. (iii) Heron Lake may, by notice to Agrinatural, declare any commitments then outstanding to be terminated, whereupon the same shall be forthwith terminated. (iv) Heron Lake may, without notice to Agrinatural and without further action, apply any and all money owing by Heron Lake to Agrinatural to the payment of any Notes then outstanding, including interest accrued thereon, and of all sums then owing by Agrinatural hereunder. (v) Heron Lake may exercise and enforce its rights and remedies under any Notes, Security Agreements and Mortgages and to proceed with the enforcement of any other rights and remedies it has under law. (vi) Heron Lake may seek equitable relief to obtain immediate possession of the facilities (including pipelines) to continue its operation or may request the appointment of a receiver for the operation of the facilities, Real Estate and pipelines until such time as the foreclosure of Heron Lake’s Mortgage(s) and/or security interests are completed and the redemption period has expired. Agrinatural hereby consents to the appointment of a receiver in the event of default, and Agrinatural will not hinder or interfere with the receiver’s use or possession and quiet enjoyment of the premises.

Appears in 1 contract

Samples: Loan Agreement (Tasker Capital Corp)

Events of Default Rights and Remedies. (a) The occurrence of any Each of the following occurrences shall constitute a default by Agrinatural in an Event of Default under this Agreement: A. If the Borrower fails to pay when due on the Stated Maturity Date all indebtedness principal then outstanding on the Note; or the Borrower fails to Heron Lake. A default under pay when due on any Note or obligation shall constitute a default under quarterly installment date all other Notes and obligations interest then due and owing from Agrinatural payable under the Note and such failure continues for five (5) Business Days after written notice thereof is delivered to Heron Lake. Conditions or events of default shall mean any one of the following events (such being in addition to those conditions or events of default contained in Note(s) and other documents related to this Agreement):Borrower by the Lender; (i) B. If Agrinatural the Borrower fails to make perform or comply with any payment covenants set forth in this Agreement other than those referred to in paragraph (A) of indebtedness when this Section 6 and as due under its Notes.such default is not remedied within ten (10) Business Days after written notice thereof is delivered to the Borrower by the Lender; (ii) Any C. If any representation or warranty made by Agrinatural in this Agreement, or deemed made by Agrinatural the Borrower to the Lender herein, in the Contribution Agreement or in any certificate, instrument or statement certificate given by the Borrower to the Lender in connection with the transactions contemplated by hereby is false or made or delivered to Heron Lake shall prove to have been incorrect misleading in any material respect when on the date as of which made.; (iii) Default D. If the Borrower's employment by the Lender is terminated by the Lender for "good cause" as defined in the performanceEmployment Agreement, or breachdated as of the date hereof, of any covenant or agreement of Agrinatural in this Agreement and/or in Note(s) and/or other documents related to this Agreement.between the Borrower and the Lender; (iv) Default by Agrinatural in E. If the performance, or breach, of any covenant or agreement with any other creditor. (v) Agrinatural has been adjudicated a bankrupt or insolvent or admits, in writing, its inability to pay its debts as they mature and Borrower makes an assignment for the benefit of creditors; Agrinatural shall apply , petitions or applies for and consent to the appointment of any receivera liquidator, trustee receiver or other custodian (or similar officer for all official) of the Borrower or any substantial part of its property; the Borrower's assets, or such receiver, trustee commences any proceeding or other similar officer shall be appointed without case relating to the application or consent of Agrinatural, and such appointment shall continue undischarged for a period of thirty (30) days; Agrinatural shall institute Borrower under any bankruptcy, whether voluntary or involuntary; or any judgmentreorganization, writarrangements, warrant insolvency, readjustment of attachment or execution debt, dissolution, liquidation or similar process shall be issued law now or levied against a substantial part of the property of Agrinatural, and such judgment, writ or other similar process shall not be released, vacated or fully bonded within thirty (30) days after issuance or levy. (vi) A mechanic’s lien is recorded hereinafter in the real estate records in any of the counties where the Real Estate and/or pipelines are located, and Agrinatural fails to obtain a discharge or release of the mechanic’s lien within thirty (30) days of its recording or fails to deposit with Heron Lake, within said thirty (30) days, sufficient monies to act as a reserve to pay the mechanic’s lien in full should the lien be determined to be valid and enforceable by a court of law. (b) Upon the occurrence of an event of default or at any time thereafter until such event of default is cured to the written satisfaction of Heron Lake, Heron Lake may, but is not obligated to, exercise any and all of the following rights and remedies (such being in addition to those rights and remedies contained in Note(s) and other documents related to this Agreement): (i) Heron Lake may, by notice to Agrinatural, declare the entire unpaid principal amount of any or all Notes or obligations then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement or otherwise to be forthwith due and payable, whereupon such Notes or obligations, all such accrued interest in all such amounts shall become due and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Agrinatural. (ii) Heron Lake may cancel all further advances or disbursements to Agrinatural or on Agrinatural’s behalf against any Notes. (iii) Heron Lake may, by notice to Agrinatural, declare any commitments then outstanding to be terminated, whereupon the same shall be forthwith terminated. (iv) Heron Lake may, without notice to Agrinatural and without further action, apply any and all money owing by Heron Lake to Agrinatural to the payment of any Notes then outstanding, including interest accrued thereon, and of all sums then owing by Agrinatural hereunder. (v) Heron Lake may exercise and enforce its rights and remedies under any Notes, Security Agreements and Mortgages and to proceed with the enforcement of any other rights and remedies it has under law. (vi) Heron Lake may seek equitable relief to obtain immediate possession of the facilities (including pipelines) to continue its operation or may request the appointment of a receiver for the operation of the facilities, Real Estate and pipelines until such time as the foreclosure of Heron Lake’s Mortgage(s) and/or security interests are completed and the redemption period has expired. Agrinatural hereby consents to the appointment of a receiver in the event of default, and Agrinatural will not hinder or interfere with the receiver’s use or possession and quiet enjoyment of the premises.effect;

Appears in 1 contract

Samples: Loan Agreement (Hanover Capital Holdings Inc)

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Events of Default Rights and Remedies. (a) The occurrence Section 7.1 Events of any Default. "Event of the following shall constitute a default by Agrinatural in all indebtedness outstanding to Heron Lake. A default under any Note or obligation shall constitute a default under all other Notes and obligations due and owing from Agrinatural to Heron Lake. Conditions or events of default shall mean Default", wherever used herein, means any one of the following events events: (such being a) Default in addition the payment of the Obligations when they become due and payable; (b) Failure to those conditions pay when due any amount specified in Section 2.7 relating to the Obligation of Reimbursement, or events failure to pay immediately when due or upon termination of default contained the Credit Facility any amounts required to be paid for deposit in Note(sthe Special Account under Section 2.8; (c) and other documents related Default in the payment of any fees, commissions, costs or expenses required to be paid by any Borrower under this Agreement):; (i) If Agrinatural fails to make any payment of indebtedness when and as due under its Notes. (ii) Any representation or warranty made by Agrinatural in this Agreement, or made by Agrinatural in any certificate, instrument or statement contemplated by or made or delivered to Heron Lake shall prove to have been incorrect in any material respect when made. (iiid) Default in the performance, or breach, of any covenant or agreement of Agrinatural any Borrower contained in this Agreement and/or in Note(s) and/or other documents related to this Agreement.; (ive) Default by Agrinatural in Any Financial Covenant shall become inapplicable due to the performancelapse of time and the failure to amend any such covenant to cover future periods; (f) A Change of Control shall occur with respect to any Borrower; (g) Any Borrower shall be or become insolvent, or breach, of any covenant or agreement with any other creditor. (v) Agrinatural has been adjudicated a bankrupt or insolvent or admits, admit in writing, writing its inability to pay its debts as they mature and makes mature, or make an assignment for the benefit of Sportsman's Guide Credit and Security Agreement creditors; Agrinatural or any Borrower shall apply for and or consent to the appointment of any receiver, trustee trustee, or other similar officer for it or for all or any substantial part of its property; or such receiver, trustee or other similar officer shall be appointed without the its application or consent of Agrinatural, and such appointment shall continue undischarged for a period of thirty (30) daysconsent; Agrinatural or any Borrower shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, whether voluntary insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or involuntarysimilar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against a Borrower; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of Agrinatural, and such judgment, writ or other similar process shall not be released, vacated or fully bonded within thirty (30) days after issuance or levy.a Borrower; (vih) A mechanic’s lien is recorded in petition shall be filed by or against any Borrower under the real estate records in any of the counties where the Real Estate and/or pipelines are located, and Agrinatural fails to obtain a discharge or release of the mechanic’s lien within thirty (30) days of its recording or fails to deposit with Heron Lake, within said thirty (30) days, sufficient monies to act United States Bankruptcy Code naming such Borrower as a reserve to pay the mechanic’s lien in full should the lien be determined to be valid and enforceable by a court of law. (b) Upon the occurrence of an event of default or at any time thereafter until such event of default is cured to the written satisfaction of Heron Lake, Heron Lake may, but is not obligated to, exercise any and all of the following rights and remedies (such being in addition to those rights and remedies contained in Note(s) and other documents related to this Agreement):debtor; (i) Heron Lake may, Any representation or warranty made by notice to Agrinatural, declare the entire unpaid principal amount of any or all Notes or obligations then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under Borrower in this Agreement or otherwise by any Borrower (or by any of its Officers) in any agreement, certificate, instrument or financial statement or other statement contemplated by or made or delivered pursuant to or in connection with this Agreement shall prove to have been incorrect in any material respect when deemed to be forthwith due effective; (j) The rendering against any Borrower of an arbitration award, final judgment, decree or order for the payment of money in excess of $100,000 and payablethe continuance of such judgment, whereupon decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (k) A default under any bond, debenture, note or other evidence of indebtedness of any Borrower owed to any Person other than the Lender, or under any indenture or other instrument under which any such Notes evidence of indebtedness has been issued or obligationsby which it is governed, all or under any lease of any of the Premises, and the expiration of the applicable period of grace, if any, specified in such accrued interest evidence of indebtedness, indenture, other instrument or lease; (l) Any Reportable Event, which the Lender determines in all such amounts good faith might constitute grounds for the termination of any Pension Plan or for the appointment by the appropriate United States District Court of a trustee to administer any Pension Plan, shall become due have occurred and be forthwith continuing 30 days after written notice to such effect shall have been given to the Borrowers by the Lender; or a trustee shall have been appointed by an appropriate United States District Court to administer any Pension Plan; or the Pension Benefit Guaranty Corporation shall have instituted proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; or any Borrower or any ERISA Affiliate shall have filed for a distress termination of any Pension Plan under Title IV of ERISA; or any Borrower or any ERISA Affiliate shall have failed to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the IRC, which the Lender determines in good faith may by itself, or in combination with any such failures that Sportsman's Guide Credit and Security Agreement -44- the Lender may determine are likely to occur in the future, result in the imposition of a Lien on any Borrower's assets in favor of the Pension Plan; or any withdrawal, partial withdrawal, reorganization or other event occurs with respect to a Multiemployer Plan which results or could reasonably be expected to result in a material liability of any Borrower to the Multiemployer Plan under Title IV of ERISA; (m) An event of default shall occur under any Security Document or under any other security agreement, mortgage, deed of trust, assignment or other instrument or agreement securing the Obligations; (n) Any Borrower shall liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course, or sell all or substantially all of its assets, without the Lender's prior written consent; (o) Any Borrower shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax deficiency which is being contested in good faith and payable without presentment, demand, protest by proper proceedings and for which it shall have set aside on its books adequate reserves therefor) or further notice of any kind, all of which are hereby expressly waived by Agrinatural.state or federal tax liens shall be filed or issued; (iip) Heron Lake may cancel all further advances or disbursements to Agrinatural or on Agrinatural’s behalf against any Notes. (iii) Heron Lake may, by notice to Agrinatural, declare any commitments then outstanding to be terminated, whereupon the same shall be forthwith terminated. (iv) Heron Lake may, without notice to Agrinatural and without further action, apply any and all money owing by Heron Lake to Agrinatural to Default in the payment of any Notes then outstanding, including interest accrued thereon, and amount owed by any Borrower to the Lender other than any indebtedness arising hereunder; (q) Any event or circumstance with respect to any Borrower shall occur such that the Lender shall believe in good faith that the prospect of payment of all sums then owing or any part of the Obligations or the performance by Agrinatural hereunder.a Borrower under the Loan Documents is impaired or any material adverse change in the business or financial condition of a Borrower shall occur; or (vr) Heron Lake may exercise and enforce its rights and remedies Any breach, default or event of default by or attributable to any Affiliate of a Borrower under any Notes, Security Agreements and Mortgages and to proceed with the enforcement of any other rights and remedies it has under law. (vi) Heron Lake may seek equitable relief to obtain immediate possession of the facilities (including pipelines) to continue its operation or may request the appointment of a receiver for the operation of the facilities, Real Estate and pipelines until agreement between such time as the foreclosure of Heron Lake’s Mortgage(s) and/or security interests are completed Affiliate and the redemption period has expired. Agrinatural hereby consents to the appointment of a receiver in the event of default, and Agrinatural will not hinder or interfere with the receiver’s use or possession and quiet enjoyment of the premisesLender.

Appears in 1 contract

Samples: Credit and Security Agreement (Sportsmans Guide Inc)

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