Non-Financial Defaults Sample Clauses

Non-Financial Defaults. 1. Franchisee or any Guarantor or any other Person that Controls or has an Ownership Interest in Franchisee is or becomes a Restricted Person; 2. Franchisee or any of its Affiliates or any Guarantor takes any action that constitutes a violation of Applicable Law that adversely affects the Hotel or the System; 3. Franchisee or any of its Affiliates or any Guarantor becomes a Competitor or an Affiliate of a Competitor or a Transfer occurs that does not comply with the terms of Section 17; 4. Franchisee or any of its Affiliates that hold a Controlling Ownership Interest in Franchisee or any Guarantor dissolves or liquidates; 5. Franchisee loses its right to operate or possess the Hotel, or loses ownership of the Hotel; or, if the Hotel is subject to a lease referenced in Item 17 of Exhibit A, Franchisee or the Owner referenced in Item 17 of Exhibit A is in default under such lease, or such lease is terminated for any reason; 6. the Hotel ceases to operate as a System Hotel; 7. Franchisee engages in a pattern of underreporting amounts payable to Franchisor under this Agreement involving three or more months within any 24-month period; 8. a threat to public health or safety occurs from the condition of the Hotel or its operation, that in the opinion of Franchisor, could result in: (i) substantial liability; or (ii) an adverse effect on the Hotel, other System Hotels, the System or the Proprietary Marks and Franchisee fails to close the Hotel and remedy the condition on notice from Franchisor; 9. the Hotel fails to achieve the thresholds of performance established by the Quality Assurance Program and such failure has not been cured within the applicable cure period; or 10. any Confidential Information is disclosed in breach of Section 12.
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Non-Financial Defaults. 1. Franchisee or any Guarantor or any other Person that Controls or has an Ownership Interest in Franchisee is or becomes a Restricted Person; 2. Franchisee or any of its Affiliates or any Guarantor takes any action that constitutes a violation of Applicable Law that adversely affects the Hotel or the System; 3. Franchisee or any of its Affiliates or any Guarantor becomes a Competitor or an Affiliate of a Competitor or a Transfer occurs that does not comply with the terms of Section 17; 4. Franchisee or any of its Control Affiliates or any Guarantor dissolves or liquidates; 5. Franchisee loses its right to operate or possess the Hotel, or loses ownership of the Hotel; or, if the Hotel is subject to a lease referenced in Item 17 of Exhibit A, Franchisee or the Owner referenced in Item 17 of Exhibit A is in default under such lease, or such lease is terminated for any reason; 6. the Hotel ceases to operate as a System Hotel; 7. Franchisee engages in a pattern of underreporting amounts payable to Franchisor under this Agreement involving three or more months within any 24-month period; 8. a threat to public health or safety occurs from the condition of the Hotel or its operation, that in the opinion of Franchisor, could result in: (i) substantial liability; or (ii) an adverse effect on the Hotel, other System Hotels, the System or the Proprietary Marks and Franchisee fails to close the Hotel and remedy the condition on notice from Franchisor;
Sample 1
Non-Financial Defaults. Upon the occurrence and during the ---------------------- continuance of any Potential Default or Event of Default under (and as each such term is defined in) the Credit Agreement not arising as a result of a Financial Default (a "Non-Financial Default"), then upon written notice ("Non-Financial Default Notice") thereof given to the Buyer by the Lender, no payment shall be made for or on account of any Subordinated Indebtedness, and no Holder of Subordinated Indebtedness shall take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner (including, without limitation, from or by way of collateral) payment of all or any of the Subordinated Indebtedness, unless and until such Non-Financial Default shall have been cured or waived by the Lender; provided, however, that this Paragraph 3(d) shall not prevent the making of any payment for more than 180 days after the Non-Financial Default Notice shall have been given unless the Senior Indebtedness has been declared due and payable in its entirety, in which case no payment may be made or received on the Subordinated Indebtedness until such acceleration has been rescinded or annulled. No more than one (1) Non-Financial Default Notices may be given in any twelve month period; provided, however, that no Potential Default or Event of Default which existed or was continuing on the date of a Non-Financial Default Notice shall be made the basis for the giving of a subsequent Non-Financial Default Notice unless all such initial Potential Defaults or Events of Default first has been cured or waived.
Sample 1

Related to Non-Financial Defaults

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Covenant Defaults Borrower fails to perform or observe any covenant, agreement or obligation contained in this Agreement or in any of the Loan Documents. However, if any default described in this Section 7.1(b) is curable and if Borrower or Guarantor, as the case may be, has not been given a notice of a similar default within the preceding 12 months, such default be cured if Borrower or Guarantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (1) cures the default within 30 days; or (2) if the cure requires more than 30 days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical, which, in all events, must occur within 60 days of such failure. The foregoing notice and cure period shall not apply to a breach by Borrower of any covenant or agreement obligating Borrower to pay the Loan or any other amounts due under the Loan Documents, the covenants, agreements, and obligations in Sections 6.1(c)(i) (provided, however, that, in connection with Sections 6.1(c)(i), in all circumstances other than the lapse of insurance, the foregoing notice and cure period specified above shall apply), 6.1(g), 6.1(m), 6.2(b) or 6.2(c), or the covenants, agreements and obligations that are otherwise specifically addressed in other subsections of this Section 7.1.

  • Covenant Default (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.3, 6.4, 6.6, 6.8, or 6.9, or violates any covenant in Section 7; or (b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;

  • Non-Monetary Default The occurrence of any of the following, except to the extent constituting a Monetary Default: (a) any failure of a Party to perform any of such Party’s obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or (c) any other event or circumstance that, with passage of time or giving of Notice, or both, would constitute a breach of this Agreement by a Party.

  • Specific Financial Covenants During the term of this Agreement, and thereafter for so long as there are any Obligations to Lender, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Events of Default; Notice (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders of the Capital Securities and the Guarantor, notices of all Events of Default actually known to a Responsible Officer of the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, however, that the Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Capital Securities. (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice from the Guarantor or a Holder of the Capital Securities (except in the case of a payment default), or a Responsible Officer of the Guarantee Trustee charged with the administration of this Guarantee shall have obtained actual knowledge thereof.

  • No Material Deterioration in Financial Condition; Financial Statements All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

  • Existing Defaults No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, contained in any Contractual Obligation applicable to it, and no condition exists which, with or without the giving of notice or the lapse of time, would constitute a default under such Contractual Obligation, except, in any such case, where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

  • Termination on Material Default 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and Xxxxxxx); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.7 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted Acquisition in a manner reasonably satisfactory to the Agent), subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness of a target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.8), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

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