General Events of Default. In the event that either:
(a) any representation, warranty, certification, assurance or any other statement of fact contained in this Agreement or the Application of the Participating State including, but not limited to, the Assurances (Non-Construction) contained as part of the Application, or any representation or warranty set forth in any document, report, certificate, financial statement or instrument now or hereafter delivered to Treasury in connection with this Agreement, is found to be inaccurate, false, incomplete or misleading when made, in any material respect; or
(b) the Participating State materially fails to observe, comply with, meet or perform any term, covenant, agreement or other provision contained in this Agreement including, but not limited to, the Participating State’s failure to submit complete and timely quarterly reports or annual reports, or the Participating State ceases to use the Allocated Funds to undertake the activities authorized in Annex 1 attached hereto; Treasury, in its sole discretion, may find the Participating State to be in default.
General Events of Default. In the event that either:
(a) any representation, warranty, certification, assurance or any other statement of fact contained in this Agreement or the Application of any Participating Municipality including, but not limited to, the Assurances (Non-Construction) contained as part of the Application, or any representation or warranty set forth in any document, report, certificate, financial statement or instrument now or hereafter delivered to Treasury in connection with this Agreement, is found to be inaccurate, false, incomplete or misleading when made, in any material respect; or
(b) any Participating Municipality materially fails to observe, comply with, meet or perform any term, covenant, agreement or other provision contained in this Agreement including, but not limited to, any Participating Municipality’s failure to submit complete and timely quarterly reports or annual reports, or any Participating Municipality ceases to use the Allocated Funds to undertake the activities authorized in Annex 1 attached hereto; Treasury, in its sole discretion, may find any or all of the Participating Municipalities to be in default.
General Events of Default. A Shareholder commits an event of default (an "Event of Default") if:
7.1.1 it does not pay any amount due and payable by it under this Agreement and such amount remains unpaid after the expiry of thirty (30) days following the giving by any of the other Shareholders to such Shareholder of a notice requiring such payment to be made; or
7.1.2 an order is made by a court of competent jurisdiction, or a resolution is passed, for the bankruptcy, liquidation or administration of such Shareholder or a notice of appointment of an administrator of such Shareholder is filed with a court of competent jurisdiction (otherwise than in the course of a reorganisation or restructuring previously approved in writing by the other Shareholders);
7.1.3 any step is taken (otherwise than in the course of a reorganisation or restructuring previously approved in writing by the other Shareholders) to appoint a manager, receiver, administrative receiver, administrator, trustee or other similar officer of such Shareholder or in respect of such Shareholder or any of its assets which include either (i) the Shares held by that Shareholder or (ii) shares or other securities in that Shareholder;
7.1.4 it convenes a meeting of its creditors or makes or proposes any arrangement or composition with, or any assignment for the benefit of, its creditors;
7.1.5 it commits a material breach of this Agreement and (if capable of remedy) fails to remedy the same (or establish plans to remedy the same in a manner reasonably satisfactory to the other Shareholders) within twenty (20) Business Days of notice to do so being given by the other Shareholders (and in respect of which such other Shareholders expresses its intention to exercise its rights under this clause); or
7.1.6 it is unable to pay its debts as they fall due.
General Events of Default. The following shall be deemed to be general events of default by DEDA under the terms and conditions of this Agreement to which the remedies set forth in Section 11.1.2 below shall be applicable except as otherwise set forth in this Agreement.
8.1.1. DEDA shall fail to observe or perform any of the terms, conditions, covenants or agreements required to be observed or performed by it or any successor or assigns of DEDA pursuant to this Agreement and such failure shall continue for a period of thirty (30) calendar days after City has, pursuant to the provisions of this Agreement, given written notice to DEDA of such default or, in the event that such default shall be incapable of cure during said thirty (30) day period, shall have failed to commence to cure said default within thirty (30) days of the date of said notice and to diligently pursue the same to completion.
8.1.2. XXXX makes an assignment for the benefit of its creditors or admits in writing its inability to pay its debts as they become due; or an adjudication of bankruptcy or insolvency is made as to DEDA or its business; or DEDA files a petition of bankruptcy or files a petition seeking any reorganization, dissolution, liquidation, or rearrangement, composition, readjustment or similarly under any present or future bankruptcy or insolvency, statute, law or regulation; or DEDA files an answer admitting to or not contesting to the material allegations of a petition filed against it in such proceeding or fails to have dismissed or vacated within sixty (60) days after its filing such a petition or seeks or consents or acquiesces in the appointment of any trustee, receiver or liquidator of a material part of DEDA’s properties or fails to have dismissed or vacated within sixty (60) days after the appointment without the consent or acquiescence of DEDA of any trustee, receiver or liquidator of any material part of DEDA’s properties.
General Events of Default. A Major Shareholder (or someone who subscribes to Shares which if paid for would entitle such party to become a Major Shareholder) commits an event of default (an "Event of Default") if:
7.1.1 it does not pay any amount due and payable by it under its Subscription Agreement and such amount remains unpaid after the expiry of thirty (30) days following the giving by the Company or Powin Corporation to such party of a notice requiring such payment to be made; or
7.1.2 an order is made by a court of competent jurisdiction, or a resolution is passed, for the bankruptcy, liquidation or administration of Major Shareholder or a notice of appointment of an administrator of such Major Shareholder is filed with a court of competent jurisdiction (otherwise than in the course of a reorganisation or restructuring previously approved in writing by the other Shareholders);
7.1.3 any step is taken (otherwise than in the course of a reorganisation or restructuring previously approved in writing by the other Major Shareholders) to appoint a manager, receiver, administrative receiver, administrator, trustee or other similar officer of such Major Shareholder or in respect of such Major Shareholder or any of its assets which include either (i) the Shares held by that Major Shareholder or (ii) shares or other securities in that Major Shareholder;
7.1.4 it convenes a meeting of its creditors or makes or proposes any arrangement or composition with, or any assignment for the benefit of, its creditors;
7.1.5 it commits a material breach of this Agreement and (if capable of remedy) fails to remedy the same (or establish plans to remedy the same in a manner reasonably satisfactory to the other Major Shareholders) within twenty (20) Business Days of notice to do so being given by the Company or Powin Corporation (and in respect of which such other Major Shareholders expresses its intention to exercise its rights under this clause); or
7.1.6 it is unable to pay its debts as they fall due.
General Events of Default. The following shall constitute an Event of Default under this Loan Agreement:
(i) The BORROWERS assign this Agreement or any Loan proceeds advanced hereunder or any interest herein to a third party.
(ii) Any representation or warranty made herein or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the Loan Documents shall prove to be false in any material respect.
(iii) Upon the occurrence of any one or more events of default enumerated in 14(a), and such default is not remedied within thirty (30) days, unless a longer period of time is reasonably required to cure the default, from and after written notice by certified mail, return receipt requested, from the LENDER to the BORROWERS, specifying said default, or, if such default cannot be remedied within that period, and remedial effort is not commenced within that period and diligently and continuously pursued, the LENDER shall have the right to proceed by appropriate judicial proceedings to enforce performance or observation of the applicable provisions of this Agreement and/or terminate this Agreement and recover damages from the BORROWERS to the extent allowed by law.
General Events of Default. Treasury, in its sole discretion, may find the Participating Jurisdiction to be in default in the event that either:
(a) Treasury determines that any representation, warranty, certification, assurance, or any other statement of fact contained in this Allocation Agreement, including the incorporated Approved Application, or any information or statement set forth in any document, report, certificate, financial statement or instrument now or hereafter delivered to Treasury in connection with this Allocation Agreement or the Approved Programs, is inaccurate, false, incomplete, or misleading when made, in any material respect; or
(b) Treasury determines that the Participating Jurisdiction has materially failed to comply with any term or condition under this Allocation Agreement, including, but not limited to, the Participating Jurisdiction’s failure to submit complete and timely quarterly reports or annual reports; the Participating Jurisdiction’s failure to expend the SSBCI Funds, Returned Funds, and Program Income to carry out the Approved Programs; or the Participating Jurisdiction’s failure expend the SEDI Allocation or VSB Allocation in the manner prescribed in Sections IV and V, respectively, of the Capital Program Policy Guidelines.
General Events of Default. (a) There occurs any failure to pay any amounts when due and owing under the Loans or the other Obligations.
(b) Any representation or warranty made in this Agreement or in connection with this Agreement (including, without limitation, any opinion of counsel for the Borrower or other obligor to the Lender), any of the other Financing Documents, or the Obligations, shall prove to have been false or misleading when made (or, if applicable, when reaffirmed) in any material respect.
(c) The Borrower or any other obligor under the Financing Documents fails to timely and properly observe, keep or perform, any term, covenant, agreement or condition in this Agreement, in any of the other Financing Documents, which failure is not cured within any express cure period, or challenges (or states its intention to challenge) the validity of any material provision of the Financing Documents; provided, however, that:
(a) only with respect to a failure under subsections (a), (b) and (c) of Section 6.1.1 (Financial Statements and Other Information), no Event of Default shall arise until such failure continues uncured for a period of five (5) days from notice by Lender (provided that no more than one (1) cure period in any twelve month period shall be permitted), or
(b) only with respect to a failure under Sections 6.1.2 (Accounting; Books and Records) 6.1.3 (Existence and Compliance), 6.1.7 (Taxes and othe Obligations) which does not relate to Taxes due or claimed to be due in excess of $50,000 in the aggregate, no Event of Default shall arise unless the Borrower after discovering such failure, fails to diligently and continuously pursue the cure of such failure or unless such failure continues uncured thirty (30) days after discovery.
(d) The Borrower transfers to or allows any of the Collateral to be located at a location other than a location expressly described in this Agreement.
(e) The Borrower or any other obligor under the Financing Documents suspends or terminates its business operations or liquidates, dissolves or terminates its existence or, if an individual, dies.
(f) The Borrower or any other obligor under the Financing Documents is in default under any indebtedness for borrowed money (other than the Loans).
(g) The Borrower or any other obligor under the Financing Documents admits in writing its inability generally to pay its debts as they mature or shall make any assignment for the benefit of any of its creditors.
(h) The Borrower or any other obligor under th...
General Events of Default. A party shall be deemed in default under this Agreement (which shall be deemed a breach hereunder) if such party fails to materially perform, observe or comply with any of its covenants, agreements or obligations hereunder or breaches or violates any of its representations contained in this Agreement. Before any failure of any party to perform its obligations under this Agreement, except a Payment Default, shall be deemed to be a breach of this Agreement, the party claiming such failure shall notify, in writing, the party alleged to have failed to perform of the alleged failure and shall demand performance. No breach of this Agreement, except a Payment Default, may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within 30 days of the receipt of such notice. Upon a breach of this Agreement, the non-defaulting party, in any court of competent jurisdiction, by an action or proceeding at law or in equity, may secure the specific performance of the covenants and agreements herein contained, may be awarded damages for failure of performance, or both. Except as otherwise set forth herein, no action taken by a party pursuant to the provisions of this Section or pursuant to the provisions of any other Section of this Agreement shall be deemed to constitute an election of remedies; and all remedies set forth in this Agreement shall be cumulative and non-exclusive of any other remedy either set forth herein or available to any Party at law or in equity. Each of the parties shall have the affirmative obligation to mitigate its damages in the event of a default by the other party. Notwithstanding anything in this Agreement which is or may appear to be to the contrary, if the performance of any covenant or obligation to be performed hereunder by any party (except for a Payment Default) is delayed as a result of circumstances which are beyond the reasonable control of such party (which circumstances may include, without limitation, pending or threatened litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures, or tornadoes] labor action, strikes or similar acts) the time for such performance shall be extended by the amount of time of such delay (“Force Majeure”). In addition to any other right or remedy available to Developer pursuant...
General Events of Default. Each of the following Events of Default shall constitute a General Event of Default: HENGELER XXXXXXX BNP / Xxxxxx GMRTSA
(i) any failure by the Originator or the Depositor to make any due payment under this Agreement unless its failure to pay is caused by administrative or technical error and such payment is made within three (3) Business Days of its due date;
(ii) any default by the Originator or the Depositor, other than specified in paragraph (i) above, of any of their covenants or obligations under this Agreement provided that no Event of Default under this paragraph will occur if the failure to comply is capable of remedy and is remedied within five (5) Business Days of the occurrence date of the default;
(iii) any of the Representations and Warranties of the Originator or of the Depositor pursuant to Clause 38, or any information contained in any document delivered by the Originator or the Depositor to the Transferee under this Agreement is found to be inaccurate in any material respect at the date upon which it was made or delivered;
(iv) the Originator or the Guarantor or the Depositor is subject to a voluntary dissolution or Insolvency Proceedings;
(v) the Parent Company has ceased to hold, directly or indirectly, at least 51 % of the issued share capital or voting rights of the Originator or the Depositor;
(vi) any event which shall have a Material Adverse Effect;
(vii) the validity of this Agreement or of any transfer of Transferred Receivables is successfully challenged before a court of law; and
(viii) the Guarantor is in breach of its Financial Covenants (as defined under each of the US Guarantees) or any of the US Guarantees ceases to be effective in accordance with its terms.
