Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any of the following events (each, an “Event of Default”): (a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunder; or (b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantors; or (c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or (f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or (g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.
Appears in 6 contracts
Samples: Membership Interest Purchase Agreement (Boxlight Corp), Membership Interest Purchase Agreement (Boxlight Corp), Membership Interest Purchase Agreement (Boxlight Corp)
Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Deferred Payment Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”):
(a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Deferred Payment Note and all accrued Interest hereon on the Final applicable Maturity Date, time being which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the essence Holder to all payments due hereunderBorrower; or
(b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or
(c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(d) the making by Borrower or any Guarantor Bxxxxxxx of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or BorrowerBxxxxxxx’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.
Appears in 1 contract
Samples: Senior Note (xG TECHNOLOGY, INC.)
Events of Defaults. The Holder is hereby authorized to declare all If one or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any more of the following events (each, an “Event Events of Default”):) shall have occurred and be continuing:
(a) the failure any Borrower shall fail (i) to pay any principal of Borrower any Loan, Swingline Loan or Reimbursement Obligation when due or (ii) to pay any interest on any Loan, Swingline Loan or Reimbursement Obligation, any fees or any Guarantor to pay other amount payable hereunder within two Domestic Business Days after the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunder; ordate thereof;
(b) the breach by Borrower Company shall fail to observe or perform any Guarantor covenant contained in Section 5.03 (as it relates to maintenance of existence) and Section 5.06 to Section 5.21, inclusive;
(c) any material Obligor shall fail to observe or perform any covenant or agreement on its part to be performed under the Purchase contained in this Agreement (other than those covered by clause (a) or (b) above) or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) other Loan Document for 30 days after written notice of such breach describing in reasonable detail the nature of the alleged breach thereof has been given to the Company by Holder to Borrower and the Guarantors; or
(c) Administrative Agent at the filing by Borrower or any Guarantor request of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; orRequesting Banks;
(d) any representation, warranty, certification or statement made (or deemed made) by any Obligor in any Loan Document or in any certificate, financial statement or other document delivered pursuant to any Loan Document shall prove to have been incorrect in any material respect when made (or deemed made);
(e) the making by Borrower Company and/or any of its Subsidiaries shall fail to pay, when due or within any applicable grace period, any amount payable in respect of any Material Debt;
(f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables the holder of such Debt or any Guarantor Person acting on such holder’s behalf to accelerate the maturity thereof;
(g) any of an application for the Company or one or more Subsidiaries (unless such Subsidiaries are Immaterial Subsidiaries) shall 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 seeking the appointment of a custodiantrustee, trustee receiver, liquidator, custodian or receiver forother similar official of it or any of its assets, or shall consent to any such relief or to the appointment of any such official or to any such official taking possession of any of its assets, or shall make a general assignment for the benefit of creditors by, Borrowercreditors, or Borrower’s consent shall state that it is unable to pay its debts generally as they become due, or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to authorize any of the foregoing;
(h) an involuntary case or other proceeding shall be commenced against the Company or one or more Subsidiaries (unless such Subsidiaries constitute Immaterial Subsidiaries), in each case seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any of its assets, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect;
(i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $10,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan (except for any termination under Section 4041(b) of ERISA) shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $10,000,000;
(j) a judgment or order for the payment of money in excess of $10,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 10 days;
(k) any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 20% or more of the outstanding shares of common stock of the Company; or Continuing Directors shall cease to constitute a majority of the board of directors of the Company;
(l) the Guarantee granted by any Subsidiary Guarantor pursuant to the Guarantee Agreement or the Guarantee granted by the Company pursuant to Article 10 hereof shall cease for any reason to be in full force and effect (other than as a result of the release of such Guarantee with respect to any Subsidiary Guarantor or the Company, as the case may be, pursuant to the release provisions contained therein), or any Obligor shall so assert in writing; or
(ei) any Lien created by any Collateral Document shall at any time on or after such Collateral Document has been executed fail to constitute a valid and perfected Lien on all the insolvency Collateral purported to be subject thereto, securing the obligations purported to be secured thereby (other than (x) to the extent attributable to the failure of the Administrative Agent to maintain possession of any Collateral possession of which is necessary in order to perfect such Lien or (y) as a result of the release of such Lien with respect to any Collateral pursuant to the release provisions contained in the relevant Collateral Document or as a result of the satisfaction of the Investment Grade Condition) or (ii) any Obligor shall so assert in writing; then, and in every such event, the Administrative Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and the Swingline Commitment and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% in aggregate principal amount of the Loans, by notice to the Company declare the Loans and Swingline Loans (together with accrued interest thereon) to be, and the Loans and Swingline Loans (together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; provided that if any Event of Default specified in clause (g) or (h) above occurs with respect to any Borrower, then without any notice to any Borrower or any Guarantor other act by the Administrative Agent or the failure of Borrower Banks, the Commitments and the Swingline Commitment shall thereupon terminate and the Loans and Swingline Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) the occurrence other notice of any “Event kind, all of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or which are hereby waived by the Holdereach Borrower.
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any one or more of the following conditions or events (each, each an “"Event of Default”):") shall constitute a default under and breach of this Agreement:
(a) the any failure of by Borrower or any Guarantor to pay as and when due and payable any interest on or principal of or other sum payable under the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunderNote; or
(b) the breach any failure by Borrower to deposit with Lender any funds required by this Agreement to be deposited with Lender and continuance of such failure for a period of ten (10) days after written notice thereof from Lender; or
(c) any failure by Borrower to pay as and when due and payable any other sums to be paid by Borrower to Lender under this Agreement and continuance of such failure for a period of twenty (20) days after written notice thereof from Lender; or
(d) title to the Property is or any Guarantor becomes unsatisfactory to Lender, in its reasonably judgement, by reason of any material covenant lien, charge, or agreement on its part encumbrance, title condition or exception (including without limitation, any mechanic's, materialman's or similar statutory or common law lien or notice thereof), but excluding the Permitted Encumbrances and such matter causing title to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, become unsatisfactory is not cured or removed (including by bonding) or reasonably satisfied within thirty (30) days after notice thereof from Lender to Borrower; or
(e) any refusal by the Title Insurer to insure any Advance as being secured by the Mortgage as a valid first lien on the Property and continuance of such refusal for a period of thirty (30) days after notice thereof by Lender to Borrower; or
(f) the Improvements are not substantially completed by the Completion Date or, in the reasonable estimation of Lender, construction of the Improvements will not be substantially completed by the Completion Date unless such delay is caused by reasons beyond Borrower's reasonable control; or
(g) any material voucher or invoice is submitted at any time which Borrower knows has not been earned by the payee for services performed or for materials used in or furnished for the Property; or
(h) any cessation at any time in construction of the Improvements for more than forty-five (45) consecutive days except for strikes, acts of God, fire or other casualty, or other causes entirely beyond Borrower's reasonable control; or
(i) any failure by Borrower within to duly observe or perform any material term, covenant, condition or agreement requiring Borrower to maintain insurance or not to encumber or transfer the Property and continuance of such failure for a period of thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantorsthereof from Lender; or
(cj) Borrower requests a termination of the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statuteLoan, or Borrower’s confesses inability to continue or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any complete construction of the foregoingImprovements in accordance with this Agreement; or
(dk) the making by Borrower or any Guarantor of an application for denies that said Guarantor has any liability or obligation under the appointment of a custodian, trustee or receiver forGuaranty, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any notify Lender of the foregoingGuarantor's intention to attempt to cancel or terminate the Guaranty unless such cancellation or termination is permitted under the appropriate Guaranty; or
(el) the insolvency any material representation or warranty made or deemed to be made by or on behalf of Borrower or any Guarantor in this Agreement or the failure of Borrower in any other Loan Document, or in any report, certificate, financial statement, Draw Request or other instrument furnished in connection with this Agreement, any Advance or any Guarantor generally other Loan Document, shall prove to pay its debts have been false or incorrect in any material respect as such debts become dueat the date of which made or deemed to be made; or
(fm) the any dissolution, winding uptermination, liquidation, merger or consolidation of Borrower, or termination any sale, transfer or other disposition of all or substantially all of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions assets of Borrower’s charter documents), or Borrower any member of Borrower, other than with the prior approval of Lender (which approval shall not be unreasonably withheld or Guarantor shall take any corporate action delayed)(and except for the purpose of effectingsales, approving, transfers or consenting to any other dispositions permitted by Section 23 of the foregoingMortgage); or
(gn) a court of competent jurisdiction shall enter an order, judgment or decree, which shall be filed against Borrower, or the occurrence Property which, would have a materially adverse affect on the ability of Borrower to repay the Loan and to perform each and every one of its obligations under and by virtue of the Loan Documents; or
(o) any failure by Borrower to obtain any material Governmental Approvals, or the revocation or other invalidation of any “material Governmental Approvals previously issued; or
(p) any change in the legal or beneficial ownership of Borrower, other than with the prior approval of Lender, such approval not to be unreasonably withheld or delayed, and except for sales, transfers or other dispositions permitted under Section 23 of the Mortgage; or
(q) any default in the payment of money in excess of $50,000.00 shall occur under or in respect of any loan agreement, credit agreement, promissory note, bond, trust deed, indenture, mortgage, pledge, security agreement, indemnity or guaranty to which Borrower is a party (whether as principal or guarantor or other surety), or any other default shall occur thereunder which would entitle the holder thereof to declare all amounts payable with respect thereto to be immediately due and payable and such amount is in excess of $50,000.00; or
(r) any failure by Borrower to duly observe or perform any other term, covenant, condition or agreement under this Agreement and continuance of such failure for a period of thirty (30) days after written notice thereof from Lender; provided, however, that if such failure is not susceptible of cure during such thirty (30) day period (but is susceptible of cure) and Borrower promptly commences and diligently pursues cure of such failure during such thirty (30) day period, then such thirty (30) day period shall be extended for an additional consecutive period of thirty (30) days; or
(s) any "Event of Default” under and " as said term is defined in any document, instrument or agreement executed of the other Loan Documents shall have occurred and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within continues beyond any applicable notice and/or cure period or waived by the Holder.period; or
Appears in 1 contract
Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”):
(a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final applicable Maturity Date, time being which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the essence Holder to all payments due hereunderBorrower; or
(b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or
(c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Boxlight Corp)
Events of Defaults. The Holder is hereby authorized to declare all If one or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any more of the following events (each, an “Event Events of Default”):) shall have occurred and be continuing:
(a) the failure any Borrower shall fail (i) to pay any principal of Borrower any Loan, Swingline Loan or Reimbursement Obligation when due or (ii) to pay any interest on any Loan, Swingline Loan or Reimbursement Obligation, any fees or any Guarantor to pay other amount payable hereunder within two Domestic Business Days after the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunder; ordate thereof;
(b) the breach by Borrower Company shall fail to observe or perform any Guarantor covenant contained in Section 5.03 (as it relates to maintenance of existence) and Section 5.06 to Section 5.21, inclusive;
(c) any material Obligor shall fail to observe or perform any covenant or agreement on its part to be performed under the Purchase contained in this Agreement (other than those covered by clause (a) or (b) above) or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) other Loan Document for 30 days after written notice of such breach describing in reasonable detail the nature of the alleged breach thereof has been given to the Company by Holder to Borrower and the Guarantors; or
(c) Administrative Agent at the filing by Borrower or any Guarantor request of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; orRequesting Banks;
(d) any representation, warranty, certification or statement made (or deemed made) by any Obligor in any Loan Document or in any certificate, financial statement or other document delivered pursuant to any Loan Document shall prove to have been incorrect in any material respect when made (or deemed made);
(e) the making by Borrower Company and/or any of its Subsidiaries shall fail to pay, when due or within any applicable grace period, any amount payable in respect of any Material Debt;
(f) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or enables the holder of such Debt or any Guarantor Person acting on such holder’s behalf to accelerate the maturity thereof;
(g) any of an application for the Company or one or more Subsidiaries (unless such Subsidiaries are Immaterial Subsidiaries) shall 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 seeking the appointment of a custodiantrustee, trustee receiver, liquidator, custodian or receiver forother similar official of it or any of its assets, or shall consent to any such relief or to the appointment of any such official or to any such official taking possession of any of its assets, or shall make a general assignment for the benefit of creditors by, Borrowercreditors, or Borrower’s consent shall state that it is unable to pay its debts generally as they become due, or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to authorize any of the foregoing;
(h) an involuntary case or other proceeding shall be commenced against the Company or one or more Subsidiaries (unless such Subsidiaries constitute Immaterial Subsidiaries), in each case seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any of its assets, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Company or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect;
(i) any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $10,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan (except for any termination under Section 4041(b) of ERISA) shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $10,000,000;
(j) a judgment or order for the payment of money in excess of $10,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 10 days;
(k) any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 20% or more of the outstanding shares of common stock of the Company; or Continuing Directors shall cease to constitute a majority of the board of directors of the Company;
(l) the Guarantee granted by any Subsidiary Guarantor pursuant to the Guarantee Agreement or the Guarantee granted by the Company pursuant to Article 10 hereof shall cease for any reason to be in full force and effect (other than a result of the release of such Guarantee with respect to any Subsidiary Guarantor or the Company, as the case may be, pursuant to the release provisions contained therein), or any Obligor shall so assert in writing; or
(ei) any Lien created by any Collateral Document shall at any time on or after such Collateral Document has been executed fail to constitute a valid and perfected Lien on all the insolvency Collateral purported to be subject thereto, securing the obligations purported to be secured thereby (other than (x) to the extent attributable to the failure of the Administrative Agent to maintain possession of any Collateral possession of which is necessary in order to perfect such Lien or (y) a result of the release of such Lien with respect to any Collateral pursuant to the release provisions contained in the relevant Collateral Document or as a result of the satisfaction of the Investment Grade Condition) or (ii) any Obligor shall so assert in writing; then, and in every such event, the Administrative Agent shall (i) if requested by Banks having more than 50% in aggregate amount of the Commitments, by notice to the Company terminate the Commitments and the Swingline Commitment and they shall thereupon terminate, and (ii) if requested by Banks holding more than 50% in aggregate principal amount of the Loans, by notice to the Company declare the Loans and Swingline Loans (together with accrued interest thereon) to be, and the Loans and Swingline Loans (together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; provided that if any Event of Default specified in clause (g) or (h) above occurs with respect to any Borrower, then without any notice to any Borrower or any Guarantor other act by the Administrative Agent or the failure of Borrower Banks, the Commitments and the Swingline Commitment shall thereupon terminate and the Loans and Swingline Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) the occurrence other notice of any “Event kind, all of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or which are hereby waived by the Holdereach Borrower.
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any of the following acts or events (each, shall constitute an “Event of Default”)::
(a) the failure if you fail to make payment of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note and all accrued Interest hereon on the Final Maturity Dateyour Obligations when due, time being of the essence to all payments due hereunder; or
(b) the breach if you fail to make any remittance required by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase this Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the Guarantors; or
(c) the filing by Borrower or if you commit any Guarantor breach of any petition for relief under of the United States Bankruptcy Code terms, representations, warranties, covenants, conditions or any similar federal or state statuteprovisions of this Agreement, or Borrower’s of any present or Guarantor’s consent future supplement or amendment hereto or of any other Agreement between us, (d) if you become insolvent or unable to meet your debts as they mature, (e) if you deliver to us a false financial statement, (f) if you call, or acquiescence in any such filing have called by a third party, or Borrower or Guarantor shall take any corporate action for the purpose a meeting of effectingcreditors, approving, or consenting to any of the foregoing; or
(d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) if you have commenced by or against you any bankruptcy proceeding, insolvency, arrangement or similar proceeding, (h) if you suspend or discontinue doing business for any reason, (i) if a receiver or trustee on any kind is appointed for you or any of your property, (j) if any guarantor of your Obligations shall become insolvent or have commenced by or against such guarantor any bankruptcy proceeding, (k) if any guaranty of your Obligations is terminated, or (l) if any change of ownership occurs with respect to more than forty (40%) percent of your capital stock. Upon the occurrence of any “an Event of Default” , we shall have the right to terminate this Agreement and all other arrangements existing between us forthwith and without notice, and all of your Obligations to us shall mature and become immediately due and payable and we shall have the right to withhold any further payments to you until all Obligations have been paid in full. In addition, we shall have all the rights of a secured party under the Uniform Commercial Code, including, without limitation, the right to take possession of any collateral in which we have a security interest and as defined in to dispose of same at public or private sale and you will be liable for any documentdeficiency. We shall not be required to proceed against any collateral but may proceed against you directly. In the event we institute suit against you, instrument or agreement executed you Agree to pay our costs and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holderreasonable attorney's fees.
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Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Initial Payment Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”):
(a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Initial Payment Note and all accrued Interest hereon on the Final applicable Maturity Date, time being which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the essence Holder to all payments due hereunderBorrower; or
(b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty (30) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or
(c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(d) the making by Borrower or any Guarantor Bxxxxxxx of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or BorrowerBxxxxxxx’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.
Appears in 1 contract
Samples: Senior Note (xG TECHNOLOGY, INC.)
Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence and during the continuation of any of the following events (each, an “Event of Default”):
(a) the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid any installment of Principal Indebtedness of this Note and all accrued Interest hereon on hereon, when due, which failure is not cured by Borrower within five (5) Business Days after written notice of such failure to pay has been given by the Final Maturity Date, time being of the essence Holder to all payments due hereunderBorrower; or
(b) the breach by Borrower or any Guarantor of any material covenant or agreement on its part to be performed under the Purchase Merger Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Merger Agreement, which breach, if capable of being cured, is not cured by Borrower within thirty fifteen (3015) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given by Holder to Borrower and the GuarantorsBorrower; or
(c) the filing by Borrower or any Guarantor of any petition for relief under the United States Bankruptcy Code or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(d) the making by Borrower or any Guarantor of an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors by, Borrower, or Borrower’s consent to or acquiescence in any such application by a third party or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(e) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; or
(f) the dissolution, winding up, or termination of the business or cessation of operations of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
(g) the occurrence of any “Event of Default” under and as defined in any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holder.
Appears in 1 contract
Samples: Merger Agreement (Photomedex Inc)
Events of Defaults. The Holder is hereby authorized to declare all or any part of the entire outstanding Principal Indebtedness of this Note plus all Interest accrued thereon (the “Indebtedness”) immediately due and payable upon the occurrence of any Any of the following events (each, shall constitute an “Event of Default”)::
(a) The nonpayment by Lessee for ten (10) days of any rent or other amount provided for herein after the failure of Borrower or any Guarantor to pay the First Installment Payment by or the First Installment Payment Date or the entire unpaid Principal Indebtedness of this Note same is due and all accrued Interest hereon on the Final Maturity Date, time being of the essence to all payments due hereunder; orpayable;
(b) the breach by Borrower The failure of Lessee to observe, keep or perform any Guarantor other provisions of any material covenant or agreement on its part this Master Lease required to be observed, kept or performed under the Purchase Agreement or any document, instrument or agreement executed and delivered in connection with the transactions contemplated by the Purchase AgreementLessee, which breach, if capable of being cured, failure is not cured by Borrower within thirty ten (3010) days after written notice of such breach describing in reasonable detail the nature of the alleged breach has been given thereof by Holder to Borrower and the Guarantors; orLessor;
(c) The failure of Lessee to make any payment when due, or to observe or perform any covenant or agreement contained in, or the filing by Borrower occurrence of a default or Event of Default under any agreement evidencing, guarantying or securing any other indebtedness or obligation of Lessee to Lessor, The Fifth Third Bank, or any Guarantor affiliate of Fifth Third Bancorp of any petition for relief under the United States Bankruptcy Code kind or any similar federal or state statute, or Borrower’s or Guarantor’s consent to or acquiescence in any such filing by a third party, or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; ornature;
(d) the The making of any representation or warranty by Borrower Lessee herein or in any agreement, document or certificate delivered to Lessor in connection herewith, or any Guarantor of financial statement furnished by Lessee to Lessor which, at any time, proves to be incorrect in any material respect;
(e) Lessee or any guarantor makes an application for the appointment of a custodian, trustee or receiver for, or of a general assignment for the benefit of creditors byor commits any other affirmative act of insolvency or bankruptcy, Borrower, files a petition in bankruptcy or Borrower’s consent to for arrangement or acquiescence in any reorganization or having such application by a third party petition filed against it if such petition is not dismissed or Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; or
withdrawn within thirty (e30) the insolvency of Borrower or any Guarantor or the failure of Borrower or any Guarantor generally to pay its debts as such debts become due; ordays;
(f) the dissolution, winding up, or termination The attachment of a substantial part of the business property of Lessee or cessation appointment of operations a receiver for Lessee or any substantial part of Borrower or Guarantor (including any transaction or series of related transactions deemed to be a liquidation, dissolution or winding up of Borrower or Guarantor pursuant to the provisions of Borrower’s charter documents), or Borrower or Guarantor shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing; orLessee's property;
(g) Lessee ceases to do business as a going concern, or if there is a change in the occurrence ownership of Lessee which changes the identity of any “person or persons having, directly or indirectly, more than 10% of either the legal or beneficial ownership of Lessee;
(h) There shall occur, in Lessor’s reasonable opinion, a deterioration in the financial strength of the Lessee or any guarantor or any event occurs which might, in Lessor’s opinion, have an adverse effect on the Equipment or on Lessee’s or guarantor’s financial condition, operations or prospects;
(i) The death or dissolution of Lessee or any guarantor, or any guarantor of Lessee’s obligations hereunder denies his or its obligations to guarantee any obligations then existing or attempts to limit or terminate his or its obligations to guaranty the Lessee’s obligations hereunder.
(j) Lessee also agrees, upon any responsible officer of Lessee becoming aware of any condition which constituted or constitutes an Event of Default under this Master Lease or which, after notice or lapse of time, or both, would constitute such an Event of Default, to promptly furnish to Lessor written notice specifying such condition and the nature and status thereof. For purposes of this Section, a “responsible officer” under shall mean, with respect to the subject matter of any covenant, agreement or obligation of Lessee contained in this Master Lease, any corporate officer of Lessee who, in the normal performance of his operational responsibilities, would or should have knowledge of such matter and as defined in any document, instrument or agreement executed and delivered in connection the requirements of this Master Lease with the transactions contemplated by the Purchase Agreement that has not been cured within any applicable cure period or waived by the Holderrespect thereto.
Appears in 1 contract
