Events of Defaults. Each of the following events shall be an Event of ------------------ Default hereunder: (a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail to pay when due any principal or interest or any other sum payable to the Lender hereunder or under the other Loan Documents; or (b) Subject to notice to Borrowers and thirty (30) days to cure, if any Borrower shall default in the observance or performance of any covenants or agreements contained in this Agreement or the other Loan Documents; or (c) If any representation or warranty made by the Borrowers in this Agreement or any other Loan Documents or in connection with any of the transactions contemplated herein shall prove to have been false or incorrect in any material respect on the date as of which it was made or deemed to have been made; or (d) If any Borrower shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or (e) If, within sixty (60) days after the commencement of any action against any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacated; or (f) If any order, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or (g) Default shall be made with respect to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same); (h) This Agreement or any other Loan Document shall for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any Collateral.
Appears in 1 contract
Samples: Credit Agreement (Partminer Inc)
Events of Defaults. Each If one or more of the following events ("Events of Default") shall have occurred and be an Event of ------------------ Default hereundercontinuing:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower Obligor shall fail to pay when due any principal or of any Reimbursement Obligation, any interest on any Reimbursement Obligation, any fees or any other sum amount payable to hereunder within two Domestic Business Days after the Lender hereunder or under the other Loan Documents; ordue date thereof;
(b) Subject any Obligor shall fail to notice to Borrowers and thirty (30) days to cure, if observe or perform any Borrower shall default in the observance covenant or performance of any covenants or agreements agreement contained in this Agreement (other than those covered by clause (a) above) or the any other Loan Documents; orDocument for 30 days after written notice thereof has been given to the Applicant by the Agent at the request of the Required Banks;
(c) If any representation representation, warranty, certification or warranty statement made (or deemed made) by the Borrowers any Obligor in this Agreement any Loan Document or any certificate, financial statement or other document delivered pursuant to any Loan Documents or in connection with any of the transactions contemplated herein Document shall prove to have been false or incorrect in any material respect on the date as of which it was when made (or deemed to have been made; or);
(d) If the obligations of any Borrower Subsidiary Guarantor pursuant to the Guarantee Agreement shall make an assignment cease for any reason to be in full force and effect (other than a result of the benefit or creditorsrelease of such obligations with respect to any Subsidiary Guarantor pursuant to the release provisions contained therein), or any Obligor shall admit so assert in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its propertieswriting; or
(e) Ifan Event of Default shall have occurred and be continuing under, within sixty (60) days after and as defined in, the commencement RC Agreement, it being understood that any such Event of any action against any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action Default that shall not have been dismissed waived in accordance with the RC Agreement or stayed or if, within sixty (60) days after cured pursuant to an amendment to the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacated; or
(f) If any order, judgment, or decree RC Agreement shall be entered no longer "continuing" for purposes hereof; then, and in any proceeding against any Borrower awarding a money judgment or judgments against every such Borrower aggregating event, the Agent may, and shall, if requested by Banks having more than $500,00050% in aggregate amount of the Commitments, and ifby notice to the Applicant terminate the Commitments; provided however, within thirty that if any Event of Default specified in clause (30e) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made above occurs with respect to any material indebtedness of any Borrower if Obligor as the effect of any such default shall be to accelerate or permit the acceleration result of the maturity occurrence of such indebtedness; an "Event of Default" specified in clauses (g) or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same);
(h) This Agreement of Section 6.01 of the RC Agreement, then without any notice to the Applicant or any other Loan Document shall for any reason cease to be, or shall be asserted act by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, the Agent or the security interest or Lien purported to be created by any of Banks, the Security Documents Commitments shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any Collateralthereupon terminate.
Appears in 1 contract
Events of Defaults. Each If one or more of the following events ("EVENTS OF DEFAULT") shall have occurred and be an Event of ------------------ Default hereundercontinuing:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail (i) to pay any principal of any Loan, Swingline Loan or Reimbursement Obligation when due or (ii) to pay any principal interest on any Loan, Swingline Loan or interest Reimbursement Obligation, any fees or any other sum amount payable to hereunder within two Domestic Business Days after the Lender hereunder or under the other Loan Documents; ordue date thereof;
(b) Subject the Company shall fail to notice observe or perform any covenant contained in Sections 5.03 (as it relates to Borrowers maintenance of existence) and thirty Section 5.06 to 5.18, inclusive;
(30c) days any Obligor shall fail to cure, if observe or perform any Borrower shall default in the observance covenant or performance of any covenants or agreements agreement contained in this Agreement (other than those covered by clause (a) or the other Loan Documents; or
(cb) If any representation or warranty made by the Borrowers in this Agreement above) or any other Loan Documents Document for 30 days after written notice thereof has been given to the Company by the Administrative Agent at the request of any Requesting Banks;
(d) any representation, warranty, certification or statement made (or deemed made) by any Obligor in any Loan Document or in connection with any of the transactions contemplated herein certificate, financial statement or other document delivered pursuant to any Loan Document shall prove to have been false or incorrect in any material respect on the date as of which it was when made (or deemed to have been made; or
(d) If any Borrower shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or);
(e) Ifthe Company and/or any of its Subsidiaries shall fail to pay, when due or within sixty (60) days after the commencement any applicable grace period, any amount payable in respect of any action against any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacated; orMaterial Debt;
(f) If any order, judgment, event or decree condition shall be entered occur which results in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made with respect to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of any Material Debt or enables the holder of such indebtedness; Debt or any amount of principal or interest in respect of Person acting on such indebtedness shall not be paid when and as due (after giving effect holder's behalf to any period of grace specified for such payment in accelerate the instrument evidencing or governing the same)maturity thereof;
(hg) This Agreement or any other Loan Document shall for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents Company or one or more Subsidiaries (unless such Subsidiaries are Immaterial Subsidiaries) shall for commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any reason cease to bebankruptcy, insolvency or be asserted by any Borrower not to beother similar law now or hereafter in effect or seeking the appointment of a trustee, a validreceiver, first priority perfected security interest in any Collateral.liquidator, custodian or other
Appears in 1 contract
Samples: Credit Agreement (Venator Group Inc)
Events of Defaults. Each Upon the happening, at any time, of any of the following events shall be an Event of ------------------ Default hereunderevents:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail Any failure to pay when due the full amount of any principal Secured Obligations and such failure to pay shall have continued beyond the period of grace, if any, provided in the instrument or interest or any other sum payable to the Lender hereunder or agreement under the other Loan Documentswhich such obligation was created and shall not have been waived; or
(b) Subject to notice to Borrowers Default in the performance of any other obligation, representation, or warranty set forth in or secured by this Security Agreement and such default shall continue unremedied for a period of thirty (30) days after notice thereof to cure, if any Borrower shall default in the observance or performance of any covenants or agreements contained in this Agreement or Company and Purchaser by the other Loan DocumentsSecured Party; or
(c) If any representation Liquidation, termination, or warranty made by the Borrowers in this Agreement or any other Loan Documents or in connection with any dissolution of the transactions contemplated herein shall prove to have been false Company or incorrect in any material respect on the date as of which it was made or deemed to have been made; orPurchaser;
(d) If any Borrower shall make an The bankruptcy or insolvency of, assignment for the benefit or creditorsof creditors by, or shall admit in writing its inability to pay its debts as they become due, the institution of proceedings under the Bankruptcy Act by Company or shall file a voluntary Purchaser and filing of any involuntary petition in bankruptcy against the Company or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or Purchaser which is not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its propertiesdismissed within thirty (30) days; or
(e) If, within sixty (60) days after the commencement The levy of any action writ of attachment or execution against any Borrower seeking any reorganizationproperty owned by the Company or Purchaser, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall which levy is not have been dismissed or stayed or if, removed within sixty thirty (6030) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacateddays; or
(f) If The appointment of any orderreceiver with respect to any property by the Company or Purchaser, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, which receiver is not removed within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been dischargeddays; or
(g) Default shall be made with respect to Loss, substantial damage to, or destruction of any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration portion of the maturity of such indebtednessCollateral; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same);or
(h) This Agreement or Entry of any other Loan Document shall final judgment for any reason cease to be, or the payment of money shall be asserted entered by any Borrower a court against the Company or Purchaser and there shall have been a period of thirty (30) days during which a stay of enforcement thereof shall not to bebe in effect or during which the same shall not have been paid, a legalvacated, valid discharged or bonded; then, and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of such Events of Default, the Secured Party shall have an immediate right to pursue the remedies set forth in this Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any CollateralAgreement.
Appears in 1 contract
Samples: Security Agreement (Ricex Co)
Events of Defaults. Each If any of the following events specified in this Section 5 shall be occur (herein individually referred to as an “Event of ------------------ Default hereunderDefault”), Holder of this Debenture may declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Maker:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail to pay when due any 5.1 Default in the payment of the principal or interest or any other sum payable of this Debenture when due and payable;
5.2 The institution by Maker of proceedings to the Lender hereunder or under the other Loan Documents; or
(b) Subject to notice to Borrowers and thirty (30) days to cure, if any Borrower shall default in the observance or performance of any covenants or agreements contained in this Agreement or the other Loan Documents; or
(c) If any representation or warranty made by the Borrowers in this Agreement or any other Loan Documents or in connection with any of the transactions contemplated herein shall prove to have been false or incorrect in any material respect on the date as of which it was made or deemed to have been made; or
(d) If any Borrower shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a as bankrupt or insolvent, or shall file any the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution reorganization or similar relief release under any present or future statute, law or regulationthe federal Bankruptcy Act, or shall file any answer admitting other applicable federal or not contesting state law, or the material allegations consent by it to the filing of a petition filed against it in any such proceeding, petition or shall seek or consent to or acquiesce in the appointment of any trusteea receiver, receiver liquidator, assignee, trustee or liquidator other similar official of all Maker, or of any substantial part of its propertiesproperty, or the making by it of assignment for the benefit of creditors; or
(e) 5.3 If, within sixty (60) days after the commencement of any an action against any Borrower Maker (and service of process in connection therewith on Maker) seeking any bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed resolved in favor of Maker or stayed all orders or proceedings thereunder affecting the operations or the business of Maker stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment, appointment without the consent or acquiescence of any Borrower, Maker of any trustee, receiver, receiver or liquidator of any Borrower Maker or of all or any substantial part of any Borrower's propertiesthe properties of Maker, such appointment shall not have been vacated; or
(f) If 5.4 Maker or any order, judgmentsubsidiary of Maker shall fail to pay, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made with respect state that it is unable to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same);
(h) This Agreement or any other Loan Document shall for any reason cease to bepay, or shall be asserted unable to pay, its debts generally as they become due; or Maker or any subsidiary of Maker shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or Maker or any subsidiary of Maker shall by any Borrower act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing or any of the actions described in Sections 5.2 or 5.3; or any corporate or other action is taken by Maker or any subsidiary of Maker for the purpose of effecting any of the foregoing or any of the actions described in Sections 5.2 or 5.3; or
5.5 Any declared default under any of the Transaction Documents (as defined in the Security Purchase Agreement); or
5.6 Any declared default of Maker or any or its subsidiaries under the Security Agreement (as defined below).
5.7 Any representation or warranty or certification made or deemed to be made by Maker or any of its respective directors or officers in any Transaction Document shall prove to have been incorrect, incomplete or misleading in any respect when made or deemed to be made;
5.8 Maker fails to perform, observe or comply with any covenant or any other provision or obligation contained in any Transaction Document to which it is a party and such failure is not capable of being remedied or, if capable of being remedied, continues for a period of five Business Days, provided in such case the Maker is proceeding diligently to beremedy such failure and the Holder is not prejudiced thereby;
5.9 Any judgment or order for the payment of money in excess of $20,000.00 (or the equivalent amount in any other currency) is rendered against Maker (or any subsidiary of Maker) and either (i) enforcement proceedings have been commenced by a creditor upon the judgment or order or (ii) there is any period of 10 consecutive days during which a stay of enforcement of the judgment or order, by reason of a pending appeal or otherwise, is not in effect.
5.10 Any Transaction Document is declared by a court or tribunal of competent jurisdiction to be void, invalid, illegal or unenforceable or the validity, legality or enforceability thereof is contested by Maker, or Maker denies that it has any or further obligations thereunder;
5.11 If any one or more of the Credit Documents ceases to be in full force and effect or any Lien in the Collateral created by any Security Document is no longer effective to create in favour of the Lender, a legal, valid and binding obligation of any Borrowerperfected Lien in the Collateral with the Agreed Priority;
5.12 Any event, enforceable in accordance with its terms, circumstance or the security interest or Lien purported condition which could reasonably be expected to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, have a valid, first priority perfected security interest in any Collateral.Material Adverse Effect has occurred;
Appears in 1 contract
Samples: Securities Purchase Agreement (Micro Imaging Technology, Inc.)
Events of Defaults. Each The occurrence of any one or more of the following events shall be will constitute an Event of ------------------ Default hereunderDefault:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail to pay when due any principal or interest or any other sum payable to the Lender hereunder or under the other Loan Documents; or
(b) Subject to notice to Borrowers and thirty (30) days to cure, if any Borrower shall default in the observance or performance of any covenants or agreements contained in this Agreement or the other Loan Documents; or
(c) If any 10.1 Any representation or warranty made or deemed made by or on behalf of any of the Borrowers Credit Parties to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate, report or information delivered in connection with this Agreement or any other Loan Documents or in connection with any of the transactions contemplated herein shall prove to have been Document is materially false or incorrect in any material respect on the date as of which it was made or deemed to have been made; or.
(d) If 10.2 Nonpayment of principal of any Borrower shall make an assignment for Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the benefit or creditors, or shall admit in writing its inability to pay its debts as they become same becomes due, or shall file a voluntary petition in bankruptcy nonpayment of interest upon any Loan or shall be adjudicated a bankrupt of any commitment fee, LC Fee or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief other obligations under any present or future statute, law or regulation, or shall file any answer admitting or not contesting of the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or
Loan Documents within ten (e) If, within sixty (6010) days after the commencement same becomes due.
10.3 The breach by the Borrowers of any action against any Borrower seeking any reorganizationof the terms or provisions of Section 2.21, arrangementSection 6.3, compositionArticle VII, readjustment, liquidation, dissolution Article VIII or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, Article IX of this Agreement and failure to cure within sixty twenty (6020) days after following written notice from the appointment, without Administrative Agent or any Lender to Unit.
10.4 The breach by the consent or acquiescence Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any Borrower, of any trustee, receiver, the terms or liquidator provisions of any Borrower or any substantial part of any Borrower's properties, such appointment shall this Agreement which is not have been vacated; or
(f) If any order, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, remedied within thirty (30) days after entry thereofwritten notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such orderMaterial Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, judgment or decree shall not admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have been discharged an order for relief entered with respect to it under the Federal bankruptcy laws as now or execution thereof stayed pending appeal; hereafter in effect, (ii) make an assignment for the benefit of ifcreditors, within thirty (30iii) days after apply for, seek, consent to, or acquiesce in, the expiration appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such stayproceeding filed against it, such judgment, order (v) take any corporate or decree shall not have been discharged; or
(g) Default shall be made with respect partnership action to any material indebtedness of any Borrower if the authorize or effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same);
(h) This Agreement or any other Loan Document shall for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any reason cease to beCredit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be asserted expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Borrower not to beCredit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, a valid, first priority perfected security interest provision or condition contained in any CollateralRate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.
Appears in 1 contract
Samples: Senior Credit Agreement (Unit Corp)
Events of Defaults. Each If one or more of the following events ("EVENTS OF DEFAULT") shall have occurred and be an Event of ------------------ Default hereundercontinuing:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail (i) to pay any principal of any Loan, Swingline Loan or Reimbursement Obligation when due or (ii) to pay any principal interest on any Loan, Swingline Loan or interest Reimbursement Obligation, any fees or any other sum amount payable to hereunder within two Domestic Business Days after the Lender hereunder or under the other Loan Documents; ordue date thereof;
(b) Subject the Company shall fail to notice observe or perform any covenant contained in Sections 5.03 (as it relates to Borrowers maintenance of existence) and thirty Section 5.06 to 5.19, inclusive;
(30c) days any Obligor shall fail to cure, if observe or perform any Borrower shall default in the observance covenant or performance of any covenants or agreements agreement contained in this Agreement (other than those covered by clause (a) or the other Loan Documents; or
(cb) If any representation or warranty made by the Borrowers in this Agreement above) or any other Loan Documents Document for 30 days after written notice thereof has been given to the Company by the Administrative Agent at the request of any Requesting Banks;
(d) any representation, warranty, certification or statement made (or deemed made) by any Obligor in any Loan Document or in connection with any of the transactions contemplated herein certificate, financial statement or other document delivered pursuant to any Loan Document shall prove to have been false or incorrect in any material respect on the date as of which it was when made (or deemed to have been made; or);
(de) If the Company and/or any Borrower 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 Person acting on such holder's behalf to accelerate the maturity thereof;
(g) any of 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 trustee, receiver, liquidator, custodian or other 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 an a general assignment for the benefit or of creditors, or shall admit in writing its inability state that it is unable to pay its debts generally as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file take any petition or answer seeking for itself corporate action to authorize any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or
(e) If, within sixty (60) days after the commencement of any action against any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacated; or
(f) If any order, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made with respect to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same)foregoing;
(h) This 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
(i) 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 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 other Loan Document act by the Administrative Agent or the Banks, the Commitments and the Swingline Commitment shall for any reason cease to bethereupon terminate and the Loans and Swingline Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or shall be asserted by any Borrower not to be, a legal, valid and binding obligation other notice of any kind, all of which are hereby waived by each Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any Collateral.
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
Events of Defaults. Each An event of the following events shall be an default ("Event of ------------------ Default hereunderDefault") will occur under this Agreement and the Note if:
(a) Subject the Borrower fails to notice make any payment of principal hereunder or under the Note on the date when due and payable;
(b) the Borrower fails to Borrowers make any payment of interest or any fees or expenses payable hereunder or under the Note for five (5) or more Business Days after the same shall be due and payable;
(c) the Borrower fails to observe or perform any covenant or agreement contained in Article 5 or in Section 4.6(i) or (ii);
(d) the Borrower fails to observe or perform any other term, covenant, or agreement contained in this Agreement and such failure shall have continued unremedied for a period of ten (10) days to cure, if any Business Days after the Borrower shall fail have received written notice thereof from the Lender;
(e) any representation or warranty of the Borrower made in this Agreement or in any certificate, report or other document delivered pursuant to pay this Agreement, shall prove to have been incorrect in any material respect when due made;
(f) default (after giving effect to any principal or interest applicable grace period) shall be made with respect to the payment of any Indebtedness of the Borrower, which Indebtedness exceeds $1,000,000;
(g) an attachment is levied against all or any other sum payable to material portion of the Lender hereunder Securities and such attachment is not stayed or under the other Loan Documents; orlifted within forty-five (45) days;
(bh) Subject to notice to Borrowers final judgment for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and within thirty (30) days to curefrom the entry of judgment, if such judgment shall not have been dismissed or discharged or stayed or bonded pending appeal or shall not have been discharged within sixty (60) days from the entry of a final order of affirmance or appeal;
(i) any Borrower shall default legal proceeding started by any Person in the observance bankruptcy of the Borrower or performance for the appointment of a receiver, administrator, trustee or similar officer of the Borrower or of any covenants or agreements contained in this Agreement all of the revenues and assets of the Borrower or the other Loan Documents; or
(c) If any representation or warranty made by the Borrowers in this Agreement or any other Loan Documents or in connection with any of the transactions contemplated herein shall prove to have been false or incorrect in any material respect on the date as of which it was made or deemed to have been made; or
(d) If any Borrower shall make an assignment for the benefit or creditorswinding-up, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidationadministration, dissolution or similar relief under any present reorganization of the Borrower and such proceeding (unless commenced by the Borrower) is not stayed or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or
(e) If, discontinued within sixty (60) days after the commencement thereof or the Borrower makes a general assignment for the benefit of its creditors;
(j) the Borrower is unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of its debts, or takes any action against any Borrower seeking any reorganization, arrangement, composition, proceeding or other step with a view to readjustment, liquidation, dissolution rescheduling or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence deferral of any Borrower, all of any trustee, receiver, or liquidator of any Borrower its Indebtedness or any substantial part of any Borrower's properties, such appointment shall not have been vacatedits Indebtedness which it would or might otherwise be unable to pay when due or proposes a general assignment or an arrangement or composition with or for the benefit of the creditors; or
(fk) If any order, judgment, the Borrower fails to meet the Maintenance Requirement and the Borrower has not reduced the outstanding principal balance of the Loans or decree shall be entered taken such other action as is required in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, order to meet the Maintenance Requirement within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been dischargedthree Business Days thereafter; or
(gi) Default shall be made with respect the Borrower is subject to any material indebtedness liquidation or dissolution as the result of any a vote by the Shareholders to liquidate or dissolve or (ii) the Borrower if disposes of all or substantially all of its assets (other than in the effect of any such default shall be to accelerate or permit the acceleration regular course of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the sameBorrower's investment activities);
(h) This Agreement or any other Loan Document shall for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any Collateral.
Appears in 1 contract
Events of Defaults. Each Any one of the following events occurrences shall be an Event of ------------------ Default hereunder:constitute
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower DART shall fail to pay when due any principal amount owed with respect to any Senior Lien Obligation or interest or any other sum payable to the Lender hereunder or under the other Loan Documents; orSenior Subordinate Lien Obligation;
(b) Subject to notice to Borrowers and thirty (30) days to cure, if any Borrower shall default in the observance or performance provision of any covenants or agreements contained in this Agreement or any of the Commercial Paper Documents that relate to DART’s ability or obligation to make payments to the Lenders or the Administrative Agent hereunder, to make payments on the Loan Notes, or to raise funds to meet such payment obligations, the pledge, perfection or priority of the lien on Pledged Revenues, or any other material provision of this Agreement, the Notes, the Loan Documents; orNotes, the Master Debt Resolution or the First Supplemental Resolution shall at any time and for any reason cease to be valid and binding on DART as a result of federal or state legislative or administrative action, or shall be declared, in a final, nonappealable judgment by any court of competent jurisdiction over DART, to be null and void, invalid, or unenforceable;
(c) If an Event of Insolvency shall occur with respect to DART;
(d) any representation Senior Lien Obligations or warranty Senior Subordinate Lien Obligations are not assigned a long-term rating by Fitch, Xxxxx’x and S&P of BBB-, Baa3 and BBB-, respectively, or higher;
(e) a formal claim, contention, or filing is made by DART in any official forum or proceeding, judicial or otherwise, claiming or seeking an adjudication, that this Agreement, the Borrowers in this Loan Notes, the Notes, the Master Debt Resolution or the First Supplemental Resolution are not binding on, or are not valid and enforceable against, DART, or otherwise repudiating the obligations of DART under any of the foregoing documents;
(f) any occurrence that constitutes an “event of default” under Section 7.1 of the Master Debt Resolution or under any Credit Agreement secured by a lien on Pledged Revenues which is on parity with or senior to the lien thereon securing the Senior Subordinate Lien Obligations;
(g) the occurrence of any event, action or non-action under any resolution, or instrument authorizing or relating to Outstanding Obligations, to the Commercial Paper Documents or to Credit Agreement Obligations that are separate from the Loan Notes, that would subsequently entitle any Person, or a trustee on behalf of such Person, to give notice of a default under Section 7.1(iii) of the Master Debt Resolution;
(h) DART shall fail to pay any Commitment Fee or any other amount payable hereunder, other than the principal of and interest on Loan Documents Notes and such failure shall continue for a period of five Business Days from the date of notice of such failure is given by the Administrative Agent under Section 2.08(a);
(i) the occurrence of any event under any resolution, or instrument authorizing or relating to Outstanding Obligations, to the Commercial Paper Documents, or to Credit Agreement Obligations that are separate from the Loan Notes, that would entitle any Person, or a trustee on behalf of such Person, to pursue any legal remedies apart from the remedies available under the Master Debt Resolution against DART;
(j) any representation, warranty, certification, or statement made by DART in connection with this Agreement, or by an Authorized Officer in any of the transactions contemplated herein certificate, financial statement, or other document delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect on the date as of which it was made or deemed to have been when made; or
(d) If any Borrower shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties; or
(e) If, within sixty (60) days after the commencement of any action against any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacated; or
(f) If any order, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made with respect to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same);
(hk) This Agreement or the breach by DART of any other Loan Document shall for any reason cease to becovenant, agreement, or shall be asserted by any Borrower not to becondition (i) contained in Sections 1.03(b)(i), a legal5.06, valid 5.07, 5.10, 5.13(b), 5.13(c) and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any Collateral.5.13(d) or
Appears in 1 contract
Samples: Revolving Credit Agreement
Events of Defaults. Each If any of the following events specified in this Section 2 shall be occur (herein individually referred to as an “Event of ------------------ Default hereunderDefault”), Holder of this Note may declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Maker:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any Borrower shall fail to pay when due any 2.1 Default in the payment of the principal or interest or any other sum payable of this Note when due and payable;
2.2 The institution by Maker of proceedings to the Lender hereunder or under the other Loan Documents; or
(b) Subject to notice to Borrowers and thirty (30) days to cure, if any Borrower shall default in the observance or performance of any covenants or agreements contained in this Agreement or the other Loan Documents; or
(c) If any representation or warranty made by the Borrowers in this Agreement or any other Loan Documents or in connection with any of the transactions contemplated herein shall prove to have been false or incorrect in any material respect on the date as of which it was made or deemed to have been made; or
(d) If any Borrower shall make an assignment for the benefit or creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy or shall be adjudicated a as bankrupt or insolvent, or shall file any the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution reorganization or similar relief release under any present or future statute, law or regulationthe United Sates federal bankruptcy laws, or shall file any answer admitting other applicable federal or not contesting state law, or the material allegations consent by it to the filing of a petition filed against it in any such proceeding, petition or shall seek or consent to or acquiesce in the appointment of any trusteea receiver, receiver liquidator, assignee, trustee or liquidator other similar official of all Maker, or of any substantial part of its propertiesproperty, or the making by it of assignment for the benefit of creditors; or
(e) 2.3 If, within sixty (60) days after the commencement of any an action against any Borrower Maker (and service of process in connection therewith on Maker) seeking any bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed resolved in favor of Maker or stayed all orders or proceedings thereunder affecting the operations or the business of Maker stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment, appointment without the consent or acquiescence of any Borrower, Maker of any trustee, receiver, receiver or liquidator of any Borrower Maker or of all or any substantial part of any Borrower's propertiesthe properties of Maker, such appointment shall not have been vacated; or
(f) If any order, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made with respect to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtedness; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same);
(h) This Agreement or any other Loan Document shall for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason cease to be, or be asserted by any Borrower not to be, a valid, first priority perfected security interest in any Collateral.
Appears in 1 contract
Events of Defaults. Each The occurrence of any one or more of the following events shall be constitute an “Event of ------------------ Default hereunderDefault”:
(a) Subject to notice to Borrowers and ten (10) days to cure, if any The Borrower shall fail to pay when (i) any interest due any principal or interest on the Note, or any other sum amount payable to under this agreement (other than a principal payment on the Lender hereunder Note) within 10 days after the same becomes due; or under (ii) any principal amount due on the other Loan Documents; orNote when due;
(b) Subject to notice to Borrowers and thirty (30) days to cure, if any The Borrower shall default in the performance or observance or performance of any covenants agreement, covenant, condition, provision or agreements term contained in Article V or section 6.01 of this Agreement or the other Loan Documents; orAgreement;
(c) If The Borrower or other signatory other than the Lender shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this agreement or any Collateral Document continuing for a period of days after written notice hereof is given to the Borrower by the Lender;
(d) Any representation or warranty made by the Borrowers in this Agreement Borrower here or any other Loan Documents certificate delivered pursuant to this agreement, or in connection with any of financial statement delivered to the transactions contemplated herein Lender under this agreement, shall prove to have been false or incorrect in any material respect as of the time when made or given;
(e) The Borrower shall fail to pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any part of the principal of or interest on any indebtedness of or assumed by it, or of the rentals due under any lease or sublease, or of any other obligation for the payment of money, and such default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease;
(f) A final judgment which, together with other outstanding final judgments against the Borrower exceeds an aggregate of $500,000.00 shall be entered against the Borrower and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 30 days from the date as of which it was made or deemed to have been made; orentry thereof;
(dg) If The Borrower or any Borrower shall make an assignment for the benefit Guarantor shall: (i) become insolvent; or creditors(ii) be unable, or shall admit in writing its inability to pay its debts as they mature; or (iii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property; or (iv) become due, the subject of an “order for relief’ within the meaning of the United States Bankruptcy Code; or shall file (v) become the subject of a voluntary creditor’s petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution reorganization or similar relief under any present to effect a plan or future statute, law other arrangement with creditors; or regulation, or shall file any answer admitting or not contesting the material allegations of (vi) apply to a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in court for the appointment of a custodian or receiver for any trustee, receiver or liquidator of all or any substantial part of its propertiesassets; or
or (evii) If, within sixty have a custodian or receiver appointed for any of its assets (60with or without its consent); or (viii) days after otherwise become the commencement subject of any action against insolvency proceedings or propose or enter into any Borrower seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution formal or similar relief under any present informal composition or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiver, or liquidator of any Borrower or any substantial part of any Borrower's properties, such appointment shall not have been vacated; or
(f) If any order, judgment, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal; of if, within thirty (30) days after the expiration of any such stay, such judgment, order or decree shall not have been discharged; or
(g) Default shall be made arrangement with respect to any material indebtedness of any Borrower if the effect of any such default shall be to accelerate or permit the acceleration of the maturity of such indebtednessits creditors; or any amount of principal or interest in respect of such indebtedness shall not be paid when and as due (after giving effect to any period of grace specified for such payment in the instrument evidencing or governing the same)ix) die;
(h) This Agreement Agreement, the Note or any other Loan Collateral Document shall shall, at any time after their respective execution and delivery, and for any reason reason, cease to bebe in full force and effect or be declared void, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable in accordance with its termsrevoked or terminated, or the security interest validity or Lien purported to enforceability thereof or hereof shall be created contested by the Borrower or any shareholder of the Security Documents shall for any reason cease to beBorrower, or the Borrower shall deny that it has any or further liability or obligation thereunder or under this agreement, as the case may be; or (i) Any Reportable Event, which the Lender determines in good faith to constitute grounds for the termination of any Plan by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer any Plan, shall have occurred, or any Plan shall be asserted terminated within the meaning of Title IV of ERISA, or a trustee shall be appointed by the appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, and in case of any event described in the preceding provisions of this section the Lender determines in good faith that the aggregate amount of the Borrower’s liability to the Pension Benefit Guaranty Corporation under ERISA shall exceed $50,000.00 and such liability is not covered, for the benefit of the Borrower, by insurance.
(i) Borrower not shall have failed to beobtain the Land Reclamation Permit and any other required permits from the State of Illinois or the United States government necessary to transfer, a validsell, first priority perfected assign, transport or otherwise remove the coal that is subject to the security interest in any Collateralagreement between the parties hereto from its present site.
Appears in 1 contract
Events of Defaults. Each If one or more of the following events (herein called "Events of Default") shall occur and be an Event of ------------------ Default hereundercontinuing:
(a) Subject to notice to Borrowers and ten The Company shall: (10i) days to cure, if default in the payment of any Borrower shall fail to pay principal of any Loan or any Reimbursement Obligation when due (whether at stated maturity or upon mandatory or optional prepayment); or (ii) default in the payment of any principal or interest on any Loan, any fee or any other sum amount payable to the Lender by it hereunder or under the any other Loan DocumentsBasic Document when due and such default shall have continued unremedied for three or more Business Days; or
(b) Subject to notice to Borrowers and thirty (30) days to cure, if The Company or any Borrower of its Significant Subsidiaries shall default in the observance or performance payment when due of any covenants principal of or agreements contained interest on any of its Indebtedness aggregating $25,000,000 or more (other than the
10.1 Indebtedness referred to in this paragraph (a) above); or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness or any event specified in any Interest Rate Protection Agreement shall occur if the effect of such event is to cause, or (with the giving of any notice or the other Loan Documentslapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be prepaid in full (whether by redemption, purchase, offer to purchase or otherwise), prior to its stated maturity or to have the interest rate thereon reset to a level so that securities evidencing such Indebtedness trade at a level specified in relation to the par value thereof or, in the case of an Interest Rate Protection Agreement, to permit the payments owing under such Interest Rate Protection Agreement to be liquidated; or
(c) If Any representation, warranty or certification made or deemed made herein or in any representation other Basic Document (or warranty made in any modification or supplement hereto or thereto) by the Borrowers in this Agreement any Obligor, or any other Loan Documents certificate furnished to any Lender or in connection with any of the transactions contemplated herein Administrative Agent pursuant to the provisions hereof or thereof, shall prove to have been false or incorrect misleading as of the time made, deemed made or furnished in any material respect on respect, and (if such false or misleading representation is reasonably likely to be capable of being promptly made to be no longer false and misleading by actions of the date as Company) the same shall continue unremedied for at least 30 days after any executive officer of which it was made the Company knows or deemed has reason to have been madebelieve that such representation, warranty or certification is false or misleading; or
(di) If The Company shall default in the performance of any Borrower of its obligations under any of Sections 9.01(f), 9.03(a), 9.05, 9.06, 9.07, 9.08, 9.09, 9.10, 9.11, 9.12 or 9.14 hereof; or (ii) any Obligor shall make an assignment default in the performance of any of its obligations under Section 4.02 or 5.02 of the Security Agreement; or (iii) any Obligor shall default in the performance of any of its other obligations in this Agreement or any other Basic Document and such default (if remediable) shall continue unremedied for a period of 30 days after notice thereof to the benefit Company by the Administrative Agent or creditors, any Lender (through the Administrative Agent); or
(e) The Company or any of its Significant Subsidiaries shall admit in writing its inability to to, or be generally unable to, pay its debts as they such debts become due; or
(f) The Company or any of its Significant Subsidiaries shall (i) apply for or consent to the appointment of, or shall the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its Property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolventseeking to take advantage of any other law relating to bankruptcy, or shall file any petition or answer seeking for itself any insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, arrangement or similar relief under any present or future statute, law or regulationwinding-up, or shall file composition or readjustment of its debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any answer admitting or not contesting the material allegations of a petition filed against it in an involuntary case under the Bankruptcy Code or (vi) take any such proceedingcorporate action for the purpose of effecting any of the foregoing; or
(g) A proceeding or case shall be commenced, without the application or consent of the Company or any of its Significant Subsidiaries, in any court of competent jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding-up, or shall seek the composition or consent to or acquiesce in readjustment of its debts, (ii) the appointment of any a receiver, custodian, trustee, receiver examiner, liquidator or liquidator the like of the Company or such Significant Subsidiary or of all or any substantial part of its properties; or
Property, or (eiii) Ifsimilar relief in respect of the Company or such Significant Subsidiary under any law relating to bankruptcy, within sixty (60) days after the commencement of any action against any Borrower seeking any insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been dismissed or stayed or if, within sixty (60) days after the appointment, without the consent or acquiescence of any Borrower, of any trustee, receiverwinding-up, or liquidator composition or adjustment of any Borrower debts, and such proceeding or any substantial part of any Borrower's properties, such appointment case shall not have been vacated; or
(f) If any order, judgmentcontinue undismissed, or decree shall be entered in any proceeding against any Borrower awarding a money judgment or judgments against such Borrower aggregating more than $500,000, and if, within thirty (30) days after entry thereof, such an order, judgment or decree approving or ordering any of the foregoing (other than an order for relief in an involuntary case under the Bankruptcy Code) shall not have been discharged be entered and continue unstayed and in effect, for a period of 60 or execution thereof stayed pending appealmore days; of if, within thirty (30) days after or an order for relief against the expiration of any Company or such stay, such judgment, order or decree Significant Subsidiary shall not have been dischargedbe entered in an involuntary case under the Bankruptcy Code; or
(gh) Default A judgment or judgments for the payment of money in excess of $25,000,000 in the aggregate (exclusive of judgment amounts to the extent covered by insurance where the insurer has admitted liability in respect of such judgment) shall be rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against the Company or any of its Significant Subsidiaries and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 45 days from the date of entry thereof and the Company or the relevant Significant Subsidiary shall not, within said period of 45 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) An event or condition specified in Section 9.01(e) hereof shall occur or exist with respect to any material indebtedness Plan or Multiemployer Plan and, as a result of such event or condition, together with all other such events or conditions, the Company or any Borrower if the effect of ERISA Affiliate shall incur a liability to a Plan, a Multiemployer Plan or PBGC (or any such default shall be to accelerate or permit the acceleration combination of the maturity of such indebtednessforegoing) which has a Material Adverse Effect; or
(j) There shall have been asserted against the Company or any amount of principal its Significant Subsidiaries claims or liabilities, whether accrued, absolute or contingent, based on or arising from the generation, storage, transport, handling or disposal of Hazardous Materials by the Company or any of its Subsidiaries or Affiliates, or any predecessor in interest in respect of such indebtedness shall not the Company or any of its Subsidiaries or Affiliates, or relating to any site or facility owned, operated or leased by the Company or any of its Subsidiaries or Affiliates, which claims or liabilities (insofar as they are payable by the Company or any of its Significant Subsidiaries but after deducting any portion thereof which is reasonably expected to be paid when by other Persons jointly and as due (after giving effect to any period of grace specified for such payment severally liable therefor), in the instrument evidencing judgment of the Majority Lenders are reasonably likely to be determined adversely to the Company or governing any of its Significant Subsidiaries, and the same);amount thereof is, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect; or
(hk) This Agreement or any other Loan Document Any Change of Control shall occur; or
(l) Except for any reason cease to be, or shall be asserted by any Borrower not to be, a legal, valid and binding obligation of any Borrower, enforceable expiration in accordance with its terms, or the security interest or Lien purported to be created by any of the Security Documents shall for any reason be terminated or shall cease to bebe in full force and effect, for whatever reason; or be asserted by at any Borrower time after the Closing Date the Administrative Agent shall not have (for the benefit of the Lenders), as collateral security for the Secured Obligations referred to bein the Security Agreement, a valid, valid prior perfected first priority perfected Lien on and security interest in the Properties intended to be covered by the Security Documents, in each case subject to no equal or prior Liens; or any Collateral.of the Guarantees set forth in Section 6 hereof shall cease to be in full force and effect for any reason;
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