Specified Events. It shall constitute an Event of Default in relation to a Party if: in respect of the Service Provider, an Improper Instrument Issuance occurs in respect of the Project; it fails to comply with any of its obligations under this Agreement and that failure is not remedied within 15 Business Days of the notice of such failure given by the other Party; it fails to make payment when due under this Agreement, and that failure is not remedied on or before the 15th Business Day after the notice of such failure given by the other Party; any representation or statement made or deemed to be made by it under or in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; it becomes insolvent, ceases trading, enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or if a trustee, administrator or administrative receiver or general officer is appointed over all or any part of its assets or if it generally becomes unable to pay its debts causes or is subject to any event with respect to it that, under the applicable laws of any jurisdiction, has an analogous effect to any of the foregoing events; the institution against it of any litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect; or it consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to another entity.
Specified Events. You acknowledge and agree that, without limiting or otherwise affecting any of Our other rights in this Deed, We may, in Our absolute discretion:
Specified Events. Notwithstanding the foregoing or anything to the contrary in the Loan Documents, during the Liquidity Testing Period, (x) the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, take any of the actions that are a Specified Event and (y) the Borrower shall notify the Administrative Agent in writing promptly following the occurrence of any Specified Event. For purposes of this Section 7.09:
Specified Events. The parties hereto hereby amend and restate Schedule A to the Forbearance Agreement in its entirety to read as follows: “Specified Events 1. Event of Default that arises under Section 9.01(c)(i) of the Financing Agreement as a result of the Loan Parties’ failure to deliver the financial statements required by Section 7.01(a)(iii) accompanied by a report and an opinion that does not include any qualification, exception or explanatory paragraph expressing substantial doubt about the ability of the Parent or any of its Subsidiaries to continue as a going concern or any qualification or exception as to the scope of such audit. 2. Event of Default that arises under Section 9.01(c)(i) of the Financing Agreement as a result of the Loan Parties’ failure to comply with Section 7.03(d) of the Financing Agreement for the twelve (12) consecutive month period ending June 30, 2023.
Specified Events. You acknowledge and agree that, without limiting or otherwise affecting any of Our other rights in this Deed, We may, in Our absolute discretion: issue You a Notice under clause 24.4 (Subsequent action in response to a Specified Event), if We consider, in Our absolute discretion, that any of the Specified Events set out in clause 24.2 or clause 24.3 below are occurring or have occurred; or issue You a Notice under clause 25 (Termination without costs), if We consider, in Our absolute discretion, that any of the Specified Events set out in clause 24.3 below are occurring or have occurred. The Parties acknowledge and agree that each of the following is a "Specified Event": We do not have confidence in Your ability to perform Your obligations under this Deed; or We consider that You are failing to perform Your obligations under this Deed to Our satisfaction. Without limiting or otherwise affecting clause 24.2, the Parties acknowledge and agree that each of the following is a "Specified Event": Your approval as a Temporary Activities Sponsor with the Department of Home Affairs ceases to be in effect, is suspended, cancelled or is barred; We are satisfied that at any time You have engaged in misleading or deceptive conduct, including where You have provided false or misleading information to Us or any Relevant Agency; We consider that You have provided Us or any Relevant Agency with a Report, Record or other Material which is not true, accurate and complete; You fail to deliver Reports or Records (or both, as the case may be) in accordance with this Deed, including the specified time requirements; without limiting any other Specified Event in this clause 24.3, We consider that You are in breach of any of Your obligations under this Deed and where such a breach is capable of remedy, You do not remedy the breach within five Business Days of receiving a Notice in writing from Us to do so, or another timeframe as agreed between the Parties; We consider that You are in breach of an obligation under this Deed and the breach is not capable of remedy; You fail to respond within five Business Days to a Notice sent by Us to You identifying actual or potential breaches of Your obligations under this Deed; You are issued with three breach Notices in a 12 month period in relation to this Deed, irrespective of whether You remedy those breaches; without limiting clause 24.3(n), You fail to pay any of Your workers, including a Seasonal Worker, any amount (in whole or in part) ...
Specified Events. (a) In the event that a Specified Event occurs, (i) AMAG shall have the right, but not the obligation, to certify to the Escrow Agent that a Specified Event that is a Release Event has occurred and [***] and/or (ii) AMAG shall have the right, but not the obligation, [***]. Access shall promptly take such other actions as AMAG may reasonably request to assist AMAG in [***], including without limitation by providing the following: [***]
(b) Access shall also grant AMAG the rights to [***] in cooperation with any Third Party manufacturer, including [***], for the manufacture of the Device, and shall issue a corresponding release to such Third Party to release it of any obligations that would interfere with [***]. Upon [***], the exclusive US license for [***] shall continue in effect for the full Term. Upon [***] the provisions of [***] shall continue in effect with all references in such Sections [***] being deemed [***] and all references in such Sections [***] being deemed [***]. For the avoidance of doubt, if AMAG exercises [***] rights in accordance with [***] then [***] shall not bear any obligations under this Agreement or the Supply Agreement in respect of [***].
(c) A Specified Event shall be any of the following (each a “Specified Event”): · Access [***] addressed to Access or its Affiliates or its Third Party contract manufacturer within the time period established in a [***] (or any extension of such time period [***]) (“[***]”); · Access or its Affiliates or its Third Party contract manufacturer [***] according to a [***] that is the subject of a notice delivered to Access pursuant to [***]; · [***]; [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. · [***]; · Access acquiesces to any [***], or if Access contests such action, such case is not dismissed within 60 days of its initial filing (“[***]”); or · [***] and together with the [***], each a “Release Event” and collectively, the “Release Events”).
Specified Events. The "Default Events" below are in addition to and not in lieu of those specified in the Note or any other Loan Document. Each of the following shall constitute a "Default Event" under this Agreement and the other Loan Documents:
Specified Events. The occurrence of any of the following events shall constitute a “Specified Event” hereunder:
(a) The occurrence of (i) an Event of Default under any ISDA Document with respect to which the Counterparty is the Defaulting Party, (ii) any Termination Event under any ISDA Document with respect to which the Counterparty is an Affected Party or (iii) any VPEM Specified Event; or
(b) The Counterparty or any other Transaction Party shall fail to pay any amount due and payable solely under this Agreement to the Hedge Provider within two (2) Business Days after the same becomes due and payable; or
(c) Any representation or statement made or deemed to be made by the Counterparty or any other Transaction Party (or any of their respective officers) in this Agreement, in any other Transaction Document, or in connection with this Agreement or any other Transaction Document, shall prove to have been incorrect in any material respect when made or deemed to be made; or
(d) Any Transaction Party shall (i) fail to perform or observe any covenant contained in (or incorporated by reference in) Sections 5.01, 5.07(a), 5.10 or 5.12 of this Agreement or in Article VI of this Agreement or (ii) fail to perform or observe any other term or covenant set forth in this Agreement which is not covered by clause (i) above or any other provision of this Section 7.01 if such failure shall remain unremedied for ten (10) days; or
(e) The occurrence of any violation of any covenant specified in Section 2.06(a) of this Agreement; or
(f) The occurrence of a Change in Control; or
(g) The occurrence of any Event of Default (as defined in the Credit Agreement); or
(h) This Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder, ceases to be in full force and effect; or any Transaction Party or any other Person contests in any manner the validity or enforceability of any of this Agreement; or any Transaction Party denies that it has any or further liability or obligation under this Agreement, or purports to revoke, terminate or rescind, this Agreement; or
(i) The Hedge Provider shall fail to have an Acceptable Security Interest in any of the Collateral, in each case with the relative priorities described in this Agreement and the Intercreditor Agreement.
Specified Events. (a) Hedge Provider agrees, with respect to those Trigger Events (as defined in the Credit Agreement) that could constitute an Event of Default as defined in and under the Credit Agreement and that have been waived in writing by the Lenders under the Credit Agreement pursuant to the Credit Agreement Sixth Amendment, that, solely if and to the extent expressly waived in writing by the Lenders in the Credit Agreement Sixth Amendment and not thereafter rescinded, no such Event of Default caused by any such Trigger Event shall constitute a Specified Event under the Master Transaction Agreement.
(b) Except as expressly provided in Section 4(a) above, all of the terms and provisions of the Master Transaction Agreement and all Transaction Documents are and shall remain in full force and effect. Section 4(a) shall not be construed (i) as a waiver or amendment of any provision of the Master Transaction Agreement (including the occurrence of any Specified Event and the effect of such occurrence other than under the conditions expressly set forth in Section 4(a)) or the Transaction Documents, (ii) for any purpose except as expressly set forth herein or (iii) as a consent to any further or future action on the part of Counterparty.
Specified Events. (a) None of the current clients of the Seller has advised the Seller or Fearxxxxxxx xxxt it intends to cease doing business with the Seller, or to materially reduce the amount of the business that such client is presently doing with the Seller.
(b) To the best knowledge of Fearxxxxxxx, Xxxxxxxxxxx xxx no health problems which would materially impair her abilities to fulfill her duties under her Employment Agreement, or to complete the full three-year term of such Agreement, and agrees to deliver at Closing a letter from her doctor to such effect.
