Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Prepayment Fee and all other accrued or outstanding amounts under this Contract, if: (a) any amount payable pursuant to this Contract is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date; (b) any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in or pursuant to this Contract is or proves to have been incorrect, incomplete or misleading in any material respect; (c) following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, (i) such Obligor is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or (ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. (d) any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; (e) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; (f) if any of the following events occur: (i) any Obligor and/or any other Group Company is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors;
Appears in 2 contracts
Samples: Finance Contract (Nanobiotix S.A.), Finance Contract (Nanobiotix S.A.)
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Remuneration Payment, any Prepayment Fee and all other accrued or outstanding amounts under this Contract, if: :
(a) any amount payable pursuant to this Contract any Finance Document is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) [*****] Business Days of its due date; ;
(b) any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in or in, pursuant to this Contract or for the purpose of entering into any Finance Document or in connection with the negotiation or performance of any Finance Document is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, ,
(i) such Obligor is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. .
(d) any Obligor is or admits to be unable to pay its debts as they fall due, or suspends any of its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; ;
(e) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; ;
(f) if any of the following events occur: DH Convertible Loan Agreement is repaid, but the DH Investment is not made by 31 December 2020;
(ig) any Obligor and/or any other Group Company incorporated in Germany is unable to pay its debts as they fall duedue (zahlungsunfähig) within the meaning of Section 17 InsO or is overindebted (überschuldet) within the meaning of Section 19 InsO;
(h) an encumbrancer takes possession of, or suspends a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the business or assets of any Obligor or any property forming part of the Investment;
(i) any Obligor defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;
(j) any Obligor defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;
(k) any distress, execution, sequestration or other process is levied or enforced upon the property of any Obligor or any property forming part of the Investment and is not discharged or stayed within [*****] days;
(l) a Material Adverse Change occurs, as compared with the position at the date of this Contract;
(m) it is or becomes unlawful for any Obligor to perform any of its debtsobligations under the Finance Documents, or makes or seeks to make a composition the Finance Documents are not effective in accordance with its creditors;terms or is alleged by any Obligor to be ineffective in accordance with its terms; or
(n) any Obligor fails to comply with any other provision under the Finance Documents (including, without limitation, each of the undertakings in Schedule H (General Undertakings) and Schedule I (Information and Visits)), unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within [*****] Business Days from the earlier of the Borrower becoming aware of the non-compliance and a notice served by the Bank on the Borrower.
Appears in 1 contract
Samples: Finance Contract (CureVac B.V.)
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Prepayment Fee Fee, any Royalties and all other accrued or outstanding amounts under this ContractContract and may take such others steps as it sees fit including enforcing the Security under the Security Documents, if: :
(a) any amount payable pursuant to this Contract any Finance Document is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date; ;
(b) any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in or in, pursuant to this Contract or for the purpose of entering into any Finance Document or in connection with the negotiation or performance of any Finance Document is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, ,
(i) such Obligor is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. .
(d) any Obligor is insolvent under any applicable law or unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratoriumcommencement of protected negotiations (“masa u-xxxxx xxxxx”) pursuant to the Israeli Insolvency Law or a moratorium is declared in respect of any indebtedness of an Obligor including a stay of proceedings order or a financial rehabilitation order, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; ;
(e) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, a stay of proceedings (“xxxx xxxxxxxx”), dissolution, administration or reorganisation or rehabilitation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an application is made for an initiation of proceedings order (“tsav le-ptichat halichim”) pursuant to the Israeli Insolvency Law or an application for a financial rehabilitation order (“tsav le-shikum calcali”) pursuant to the Israeli Insolvency Rehabilitation Lawis is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; ;
(f) if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer (whether temporary or permanent) is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the following events occur: business or assets of any Obligor or any property forming part of the Investment;
(g) any Obligor defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;
(h) any Obligor defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;
(i) any distress, execution, sequestration or other process is levied or enforced upon the property of any Obligor and/or or any property forming part of the Investment and is not discharged or stayed within 14 (fourteen) days;
(j) a Material Adverse Change occurs, as compared with the position at the date of this Contract;
(k) any material licence required by an Obligor to conduct its business is revoked or terminated without being renewed or replaced within 20 Business Days and such revocation or termination has, or is reasonably likely to have, a Material Adverse Effect.
(l) it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents, or the Finance Documents are not effective in accordance with their terms or is alleged by any Obligor to be ineffective in accordance with their terms;
(m) any Finance Document ceases to be in full force and effect or any Security created or expressed to be created or evidenced by the Security Documents ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Bank) to be ineffective;
(n) Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Finance Documents Documents or the transactions contemplated in the Finance Documents Documents or against any Group Company or their respective assets which could reasonably be expected to be adversely determined and if so determined have or are reasonably likely to have a Material Adverse Change; or
(o) any Obligor fails to comply with any other Group Company provision under the Finance Documents (including, without limitation, each of the undertakings in Schedule H (General Undertakings) and Schedule I (Information and Visits) and the Financial Ratio in Schedule J (Financial Covenant)), unless the non-compliance or circumstance giving rise to the non-compliance is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of the Borrower becoming aware of the non-compliance and a composition with its creditors;notice served by the Bank on the Borrower.
Appears in 1 contract
Right to demand repayment. The Borrower shall repay all or part of the Loan Outstanding (as requested by the Bank) forthwith, together with accrued interest and all other accrued or outstanding amounts under this Contract, upon written demand being made by the Bank in accordance with the following provisions.
10.1. A Immediate demand The Bank may make such demand (in writing) immediately without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Prepayment Fee and all other accrued or outstanding amounts under this Contract, if: step:
(a) if the Borrower does not pay on the due date any amount payable pursuant to this Contract is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless unless
(i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date; ;
(b) if any information or document given to the Bank by or on behalf of any Obligor the Borrower or any representation, warranty or statement made or deemed to be made by the Borrower in or pursuant to this Contract or in connection with the negotiation or performance of this Contract is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) following any if, as a result of an event of default of any Obligor (however described) in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, ,
(i) such Obligor the Borrower is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. ;
(d) any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; (e) any corporate action, legal proceedings or other procedure or step is taken in relation to if the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; (f) if any of the following events occur: (i) any Obligor and/or any other Group Company Borrower is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors, including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness;
(e) if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority, of or over, any part of the business or assets of the Borrower or any property forming part of the Project;
(f) if the Borrower defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;
(g) if the Borrower defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;
(h) if any expropriation, attachment, arrestment, distress, execution, sequestration or other process is levied or enforced upon the property of the Borrower or any property forming part of the Project and is not discharged or stayed within 14 (fourteen) days;
(i) if a Material Adverse Change occurs, as compared with the Borrower's condition at the date of this Contract; or
(j) if it is or becomes unlawful for the Borrower to perform any of its obligations under this Contract or this Contract is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms.
Appears in 1 contract
Samples: Finance Contract
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of shall repay all or part of the Loan Outstanding (as requested by the Bank)) forthwith, together with accrued interest, any Prepayment Fee interest and all other accrued or outstanding amounts under this Contract, if: upon written demand being made by the Bank in accordance with the following provisions.
10.1. A Immediate demand The Bank may make such demand immediately without prior notice or any judicial or extra judicial step:
(a) if the Borrower does not pay on the due date any amount payable pursuant to this Contract is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless unless:
(i) its failure to pay is caused by an administrative or technical error or a Disruption Event and Event; and
(ii) payment is made within 3 (three) Business Days of its due date; ;
(b) if any information or document given to the Bank by or on behalf of any Obligor the Borrower or any representation, warranty or statement made or deemed to be made by the Borrower in or in, pursuant to or for the purposes of entering into this Contract or in connection with the negotiation or performance of this Contract is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) if, following any default of any Obligor the Borrower in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, :
(i) such Obligor the Borrower is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. (d) any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; (e) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; (f) if any of the following events occur: (i) any Obligor and/or any other Group Company is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors;
Appears in 1 contract
Samples: Finance Contract
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Compulsory Prepayment Fee and all other accrued or outstanding amounts under this Contract, if: :
(a) any amount payable pursuant to this Contract is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date; ;
(b) any information or document given to the Bank by or on behalf of any Obligor the Borrower or any representation, warranty or statement made or deemed to be made by the Borrower in or pursuant to this Contract is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) following any default of any Obligor the Borrower in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, ,
(i) such Obligor the Borrower is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. ;
(d) any Obligor the Borrower is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; ;
(e) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligorthe Borrower, or if any Obligor the Borrower takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; ;
(f) if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the following events occur: business or assets of the Borrower or any property forming part of the Investment;
(g) the Borrower defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;
(h) the Borrower defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;
(i) any Obligor and/or distress, execution, sequestration or other process is levied or enforced upon the property of the Borrower or any property forming part of the Investment and is not discharged or stayed within 14 (fourteen) days;
(j) a Material Adverse Change occurs, as compared with the position at the date of this Contract;
(k) it is or becomes unlawful for the Borrower to perform any of its obligations under this Contract, or this Contract is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms; or
(l) the Borrower fails to comply with any other Group Company provision under this Contract, unless the non-compliance or circumstance giving rise to the non-compliance is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make capable of remedy and is remedied within 20 Business Days from the earlier of the Borrower becoming aware of the non-compliance and a composition with its creditors;notice served by the Bank on the Borrower.
Appears in 1 contract
Samples: Finance Contract (Evotec SE)
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of shall repay all or part of the Loan Outstanding (as requested by the Bank)) forthwith, together with accrued interest, any Prepayment Fee interest and all other accrued or outstanding amounts under this Contract, if: upon written demand being made by the Bank in accordance with the following provisions.
10.1. A Immediate demand
(a) if the Borrower does not pay on the due date any amount payable pursuant to this Contract is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless unless:
(i) its failure to pay is caused by an administrative or technical error or a Disruption Event and Event; and
(ii) payment is made within 3 (three) Business Days of its due date; ;
(b) if any information or document given to the Bank by or on behalf of any Obligor the Borrower or any representation, warranty or statement made or deemed to be made by the Borrower in or in, pursuant to or for the purposes of entering into this Contract or in connection with the negotiation or performance of this Contract is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) if, following any default of any Obligor the Borrower in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan, :
(i) such Obligor the Borrower is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. ;
(d) any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; (e) any corporate action, legal proceedings or other procedure or step is taken in relation to if the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; (f) if any of the following events occur: (i) any Obligor and/or any other Group Company Borrower is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors, including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness;
(e) if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority, of or over, any part of the business or assets of the Borrower or any property forming part of the Project;
(f) if the Borrower defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank, or of any other loan or financial instrument made to it from the resources of the Bank or the European Union;
(g) if any expropriation, attachment, arrestment, distress, execution, sequestration or other process is levied or enforced upon the property of the Borrower or any property forming part of the Project and is not discharged or stayed within 14 (fourteen) days;
(h) if a Material Adverse Change occurs, as compared with the Borrower’s condition at the date of this Contract; or
(i) if it is or becomes unlawful for the Borrower to perform any of its obligations under this Contract or this Contract is not effective in accordance with its terms or is alleged by the Borrower to be ineffective in accordance with its terms.
Appears in 1 contract
Samples: Finance Contract
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step immediate repayment by the Borrower of shall repay all or part of the Loan Outstanding (as requested by the Bank)) forthwith, together with accrued interest, any Prepayment Fee interest and all other accrued or outstanding amounts under this Contract, if: upon written demand being made by the Bank in accordance with the following provisions.
10.1. A Immediate demand
(a) if the Borrower does not pay on the due date any amount payable pursuant to this Contract is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless unless:
(i) its failure to pay is caused by an administrative or technical error or a Disruption Event and Event; and
(ii) payment is made within 3 (three) Business Days of its due date; ;
(b) any if the information or document documents given to the Bank by or on behalf of any Obligor the Borrower or the Guarantor (taken as a whole) or any representation, warranty or statement made or deemed to be made by the Borrower or Guarantor in or pursuant to this Contract or in connection with the negotiation or performance of this Contract is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) following if the Borrower or the Guarantor or any default other member of the Group shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Obligor Indebtedness, if such Indebtedness is outstanding in relation to any loana principal or notional amount of at least USD 50,000,000 in the aggregate (but excluding Indebtedness outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or any obligation arising out of any financial transactionotherwise), other than and such failure shall continue after the Loan, (i) such Obligor is required or is capable of being required or will, following expiry of any applicable contractual grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or be capable of being redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, dischargeredeem, close out purchase or terminate ahead of maturity defease such other loan or obligation; or (ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. (d) any Obligor is unable Indebtedness shall be required to pay its debts as they fall duebe made, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; (e) any corporate action, legal proceedings or other procedure or step is taken in relation each case prior to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; (f) if any of the following events occur: (i) any Obligor and/or any other Group Company is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditorsstated maturity thereof;
Appears in 1 contract
Samples: Finance Contract (Agco Corp /De)
Right to demand repayment. The Bank may demand (in writing) without prior notice (mise en demeure préalable) or any judicial or extra judicial step step, but subject to the mandatory provisions of articles L. 611-16 and L. 620-1 to L. 670-8 of the French Code de commerce, immediate repayment by the Borrower of all or part of the Loan Outstanding (as requested by the Bank), together with accrued interest, any Prepayment Fee interest and all other accrued or outstanding amounts under this ContractContract and/or cancel the Credit whereupon it shall immediately be cancelled, if: :
(a) any amount payable pursuant to this Contract any Finance Document is not paid on the due date at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date; ;
(b) any information or document given to the Bank by or on behalf of any Obligor or any representation, warranty or statement made or deemed to be made by the Borrower in or in, pursuant to this Contract or for the purpose of entering into any Finance Document or in connection with the negotiation or performance of any Finance Document is or proves to have been incorrect, incomplete or misleading in any material respect; ;
(c) following any default of any Obligor in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan,
(i) such Obligor is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or or
(ii) any financial commitment for such other loan or obligation is cancelled or suspended; where such loan or financial transaction is for at least EUR 100,000. ;
(d) any Obligor is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors including a moratorium, or commences negotiations with one or more of its creditors with a view to rescheduling any of its financial indebtedness; Indebtedness;
(e) if any Obligor is a state of cessation des paiements or is unable or admits inability to pay its debts as they fall due, or suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, or commences negotiations with any class of its creditors with a view to general rescheduling any of its Indebtedness or without being in a state of cessation des paiements, is facing difficulties which it is not in a position to overcome within the meaning of article L. 620-1 of the French Code de commerce (or any equivalent under any applicable law);
(f) any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Obligor, or if any Obligor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities or any situation similar to any of the above occurs under any applicable law; law including the following in relation to a French Obligor:
(fi) if the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, the opening of proceedings for sauvegarde, sauvegarde accélérée, redressement judiciaire, liquidation judiciaire or a judgement for cession totale ou partielle de l’entreprise pursuant to article L.620-1 to L.670-8 of the French Code de commerce or reorganisation (in the context of a mandat ad hoc or of a conciliation or otherwise in accordance with articles L.611-3 to L.611-16 of the French Code de commerce) of the Borrower;
(ii) the appointment of a liquidator receiver, administrator, administrative receiver, provisional administrator, mandataire ad hoc, conciliateur or other similar officer in respect of the Borrower or any of its assets;
(iii) a judgment for sauvegarde, sauvegarde accélérée, redressement judiciaire, cession totale ou partielle de l’entreprise or liquidation judiciaire or any other measure, procedure or judgement referred to in book 6 (Livre VI) of the following events occur: French Code de commerce is entered into in relation to the Borrower;
(iv) the enforcement by a third party of any Security over any assets of the Borrower;
(v) the Borrower applying for mandat ad hoc or conciliation in accordance with articles L.611-3 et seq. of the French Code de commerce; or
(vi) any procedure, judgement, or step is taken in any jurisdiction against the Borrower or any other Obligor, which has effects similar to those, above-mentioned;
(g) an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the business or assets of any Obligor or any property forming part of the Investment;
(h) any Obligor defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;
(i) any Obligor and/or defaults in the performance of any obligation in respect of any other Group Company loan made to it from the resources of the Bank or the European Union;
(j) any distress, execution, sequestration (including any of the enforcement proceedings provided for in the French Code des procédures civiles d’exécution) or other process is unable levied or enforced upon the property of any Obligor or any property forming part of the Investment following a payment default by an Obligor of any debts and is not discharged or stayed within 45 (forty-five) days;
(k) a Material Adverse Change occurs, as compared with the position at the date of this Contract;
(l) any of the Warrants are cancelled or otherwise cease to pay be in full force and effect for any reason whatsoever (except conversion into the Borrower’s equity);
(m) it is or becomes unlawful for any Obligor to perform any of its debts as they fall dueobligations under the Finance Documents, or suspends its debts, or makes or seeks to make a composition the Finance Documents are not effective in accordance with its creditors;terms or is alleged by any Obligor to be ineffective in accordance with its terms; or
(n) any Obligor fails to comply with any other provision under the Finance Documents (including, without limitation, each of the undertakings in Schedule H (General Undertakings) and Schedule I (Information and Visits)) or a change has occurred as to the circumstances set out in the Recitals (A) to (D), unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within 20 (twenty) Business Days from the earlier of the Borrower becoming aware of the non-compliance and a notice served by the Bank on the Borrower.
Appears in 1 contract
Samples: Finance Contract (Cellectis S.A.)
