Noncompliance Events Sample Clauses

Noncompliance Events. Any of the following shall constitute a -------------------- "Noncompliance Event": ------------------- (a) Non-Payment. The Company fails to pay, (i) when and as ----------- required to be paid herein, any amount of principal of any Loan, or (ii) within three Business Days after the same becomes due, any interest payable on any Loan or any amount required by Section 2.10 hereof, or (iii) within thirty (30) days of the date any written request therefor is given, any fees, expenses, costs, indemnity and reimbursement obligations and other Obligations arising and outstanding from time to time hereunder or under any other Loan Document other than (a) the principal amount of the Loans, (b) interest accrued thereon (or on accrued interest), and (c) fees described in Section 2.10; or
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Noncompliance Events. The Purchasers shall be entitled to exercise the remedies provided in SECTION 8.2 in accordance with the terms thereof if any one or more of the following events (each a "Noncompliance Event") shall occur: (a) Holdings or any Subsidiary shall fail to perform or observe any of the covenants, agreements or provisions to be performed or observed by it under this Agreement or any of the other Related Agreements, except that for purposes of SECTION 9 of the Shareholders' Agreement and Section 9 of the Holdings Shareholders' Agreement (i) the failure of Holdings or any Subsidiary to perform or observe the provisions of Sections 6.3, 6.4, 6.5, 6.7, 6.8, 6.9, 6.16, 6.18, 6.19 and/or 7.3 of this Agreement shall not be a Noncompliance Event and (ii) the failure of Holdings or the Company to comply with the provisions of SECTIONS 7.1 and/or 7.2 of this Agreement shall not be a Noncompliance Event until such failure to so comply has continued for 60 days; or (b) any representation or warranty made by Holdings or any Subsidiary to any Purchaser in or in connection with this Agreement or any other Related Agreement shall prove to have been materially false on the date as of which it was made; or (c) a default with respect to Indebtedness for borrowed money of Holdings or any Subsidiary shall occur, and such default shall continue, without having been duly cured, waived or consented to, beyond the period of grace, if any, therein specified and so as to permit the acceleration thereof, if any acceleration is provided for therein, and such default shall continue uncured and unwaived for 120 days after the expiration of such grace period unless, during such 120-day period, the applicable Indebtedness for borrowed money is accelerated; PROVIDED, HOWEVER, that so long as the applicable Indebtedness for borrowed money is not accelerated, for purposes of SECTION 9 of the Shareholders' Agreement or SECTION 9 of the Holdings Shareholders' Agreement, a violation of this subparagraph (c) of SECTION 8.1 shall not be a Noncompliance Event; or (d) a final judgment which in the aggregate with other outstanding final judgments against Holdings or any Subsidiary exceeds $5.0 million (in excess of available insurance recoveries) in any 12-month period shall be rendered against such Person and, within sixty (60) days after entry thereof, such judgment shall not have been satisfied and discharged or stayed pending appeal or bonded, or within sixty (60) days after expiration of such stay suc...
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Noncompliance Events 
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Related to Noncompliance Events

  • S▇▇▇▇▇▇▇-▇▇▇▇▇ Compliance As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.

  • ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Compliance As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.

  • Noncompliance Sourcewell reserves the right to seek all remedies available at law for unpaid or underpaid Administrative Fees due under this Agreement. Failure to remit payment, delinquent payments, underpayments, or other deviations from the requirements of this Agreement may be deemed a material breach and may result in cancellation of this Agreement and disbarment from future Agreements.

  • HIPAA Compliance If this Contract involves services, activities or products subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Contractor covenants that it will appropriately safeguard Protected Health Information (defined in 45 CFR 160.103), and agrees that it is subject to, and shall comply with, the provisions of 45 CFR 164 Subpart E regarding use and disclosure of Protected Health Information.

  • OFAC Compliance (a) Tenant represents and warrants that (a) Tenant and each person or entity owning an interest in Tenant is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds or other assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (c) no Embargoed Person has any interest of any nature whatsoever in Tenant (whether directly or indirectly), (d) none of the funds of Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by law or that the Lease is in violation of law, and (e) Tenant has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by law or Tenant is in violation of law.