Prior Defaults Clause Samples

Prior Defaults. Borrower and Lender hereby acknowledge and agree that the following Defaults or Events of Default exist prior to the Modification Closing Date (collectively, the “Prior Defaults”): (i) the existing Maturity Date of the Loan occurred on November 4, 2010 and the Indebtedness was not repaid; and (ii) Borrower failed to deliver an unqualified auditor’s opinion in connection with the audited financial statements that were delivered to Lender on November 5, 2010 in accordance with the requirements of the Loan Agreement. Upon the occurrence of the Modification Closing Date, Lender hereby permanently waives each of the Prior Defaults in their entirety. For purposes of clarification, Lender’s waiver of the Prior Defaults identified above are one-time waivers only and shall not create any implication that (a) no other Defaults or Events of Default exist, or (b) Lender has waived strict compliance with any provisions of the Loan Documents in the future (for example, Borrower shall remain obligated to deliver unqualified auditor’s opinions in the future under applicable provisions of the Loan Agreement). Lender also rescinds its notice of default set forth in Lender’s letter to Borrower dated as of April 22, 2010, with respect to Borrower’s failure to provide documentary evidence of completion of Required Reserve Expenditures under Approved Franchise Agreements, and waives any Default or Event of Default arising from Borrower’s failure to provide such documentary evidence (although Lender does not waive Borrower’s obligation to comply with all requirements under Approved Franchise Agreements). To the actual knowledge of Lender, without any independent investigation, Lender is not currently aware of any Defaults or Events of Default (other than the Prior Defaults identified above to be waived as of the Modification Closing Date, and other than any Defaults or Events of Default that may arise from matters disclosed by Borrower in Schedule 1.3 and Exhibit E attached to this Amendment) existing as of the date of execution hereof (provided that nothing herein shall be construed to estop Lender from enforcing any Defaults or Events of Default of which Borrower has knowledge, whether or not disclosed herein).
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Related to Prior Defaults

  • Specific Defaults The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03 or 6.09(c) or in Article VII; or

  • Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.

  • Other Defaults Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

  • 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.

  • CURING TENANT'S DEFAULTS If Tenant defaults in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to) without waiving such default, perform the same for the account at the expense of Tenant. Tenant shall pay Landlord all costs of such performance promptly upon receipt of a ▇▇▇▇ therefor.