Specified Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) failure by Borrower to pay any principal or interest on the Obligations when due (including the payment of excess Advances pursuant to Section 2.7 hereof), whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or failure to pay any other liabilities or make any other payment, fee or charge provided for herein when due or in any Other Document; (b) any representation or warranty made or deemed made by Borrower or any of its Subsidiaries in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made; (c) issuance of a notice of Lien (other than a Permitted Encumbrance), levy, assessment, injunction or attachment securing Indebtedness in excess of $1,000,000 against a material portion of Borrower’s or any of its Subsidiaries’ property; (d) except as otherwise provided for in subparagraphs (a) and (c), failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document, now or hereafter entered into between Borrower and Agent or any Lender (except for a failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6 hereof) for which no cure period is applicable or which is not cured within thirty (30) days from the occurrence of such failure or neglect; (e) any judgment or judgments are rendered or judgment liens filed against Borrower or any of its Subsidiaries for an aggregate amount in excess of $1,000,000 which within thirty (30) days of such rendering or filing is not either satisfied, stayed or discharged of record; (f) Borrower or any of its Subsidiaries shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; (g) Borrower or any of its Subsidiaries ceases to be solvent or shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, except for PC Connection Sales of Massachusetts, Inc., which carries a negative shareholder’s equity balance but which is supported by its immediate parent, PC Connection Sales Corporation, such condition to be considered a condition of default only if the combined shareholders’ equity of these two companies becomes negative in any material respect; (h) any Subsidiary of Borrower, or any Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing; (i) any change in Borrower’s or any of its Subsidiaries’ condition or affairs (financial or otherwise) which has a Material Adverse Effect; (j) any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest except purchase money security interests permitted by Section 7.2 hereof (other than Permitted Liens); (k) an event of default has occurred and been declared under (i) the Permitted Vendor Debt or (ii) the Subordinated Debt Documentation, which default shall not have been cured or waived within any applicable grace period and for which any lender therein is permitted to take action thereunder; (l) default of the obligations of Borrower or any Guarantor under any other agreement to which it is a party shall occur which materially and adversely affects its condition, affairs or prospects (financial or otherwise) which default is not cured within any applicable grace period; (m) termination or breach of any Guaranty or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower or any of its Subsidiaries, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement; (n) termination or breach of any Guaranty or Guaranty Security Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement; (o) any Change of Control shall occur; (p) any material provision of this Agreement or any Other Agreement shall, for any reason, cease to be valid and binding on Borrower, or Borrower shall so claim in writing to Agent; (i) any Governmental Body shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Borrower or any of its Subsidiaries necessary for its operations, or (ii) any agreement which is necessary or material to the operation of Borrower’s or any of its Subsidiaries business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (30) days after the date of such revocation or termination, and such revocation or termination and non-replacement would reasonably be expected to have a Material Adverse Effect; (r) any portion of the Collateral having an aggregate value in excess of $500,000 shall be seized or taken by a Governmental Body, or Borrower or any Guarantor or the title and rights of Borrower or any of its Subsidiaries shall have become the subject matter of litigation which might, in the reasonable judgment of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents; (s) an event or condition specified in Sections 7.16 or 9.16 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any of its Subsidiaries or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or (i) failure of Borrower or any of its Subsidiaries to pay when due or within any applicable grace period any principal or interest on Indebtedness or any contingent obligations or (ii) breach or default of Borrower or any of its Subsidiaries or the occurrence of any condition or event, with respect to any Indebtedness or any contingent obligations if the effect of such failure to pay, breach, default or occurrence is to cause or to permit the holder or holders then to cause, such Indebtedness and/or contingent obligations having an individual principal amount in excess of $1,000,000; or (u) termination of an existing Blocked Account Agreement by a third party bank party thereto that results in the termination of the Agent’s control over the cash proceeds in a Blocked Account.

Appears in 2 contracts

Samples: Credit and Security Agreement (Pc Connection Inc), Credit and Security Agreement (Pc Connection Inc)

Appears in 1 contract

Samples: Loan and Security Agreement (Winvest Group LTD)

Specified Events of Default. ~~The~~ Upon the occurrence and continuance of any ~~one or more~~ of the ~~following events shall constitute an “Event~~ Specified Events of Default”: , in each and every such case, (ai) ~~failure~~ the Majority Holders of the Warrants and the Warrant Stock, the Majority Holders of the Common Shares, the Majority Holders of the Preferred Shares and the Majority Holders of the Put Notes may proceed to protect and enforce its or their rights by ~~Borrower to pay~~ suit in equity, action at law and/or other appropriate proceeding for specific performance of any ~~principal~~ covenant, provision or ~~interest on the Obligations when due (including the payment of excess Advances pursuant to Section 2.7 hereof), whether at maturity~~ condition contained or incorporated by ~~reason of acceleration pursuant to the terms of~~ reference in this Agreement or ~~by notice of intention to prepay~~in any Related Agreement, or ~~by required prepayment or failure to pay~~ in aid of the exercise of any ~~other liabilities or make any other payment, fee or charge provided for herein when due or~~ power granted in ~~any Other Document; (b) any representation or warranty made or deemed made by Borrower~~ this Agreement or any ~~of its Subsidiaries in this~~ Related Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made; (c) issuance of a notice of Lien (other than a Permitted Encumbrance), levy, assessment, injunction or attachment securing Indebtedness in excess of $1,000,000 against a material portion of Borrower’s or any of its Subsidiaries’ property; (d) except as otherwise provided for in subparagraphs (a) and (c), failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document, now or hereafter entered into between Borrower and Agent or any Lender (except for a failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6 hereof) for which no cure period is applicable or which is not cured within thirty (30) days from the occurrence of such failure or neglect; (e) any judgment or judgments are rendered or judgment liens filed against Borrower or any of its Subsidiaries for an aggregate amount in excess of $1,000,000 which within thirty (30) days of such rendering or filing is not either satisfied, stayed or discharged of record; (f) Borrower or any of its Subsidiaries shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) ~~make~~ the Majority Holders of the Warrants and Warrant Stock and the Majority Holders of the Investor Group Preferred may give a ~~general assignment~~ Put Notice to the Company pursuant to Section 11 hereof and at any time after the giving of such Put Notice, the theretofore unexercised "put" rights set forth in Section 11 hereof shall, to the extent not already exercisable, be deemed to have become immediately exercisable and the Majority Holders of Warrants and Warrant Stock and the Majority Holders of Investor Group Preferred may in such Put Notice to the Company declare all or part of such theretofore unexercised "put" rights to be forthwith exercised and due and payable, whereupon the Repurchase Price for the ~~benefit~~ Warrants, shares of ~~creditors~~Warrant Stock and shares of Investor Group Preferred subject to such declaration shall become so due and payable without presentation, presentment, protest or further demand or notice of any kind, all of which are expressly waived), and any such holder or holders may proceed to enforce payment of such amount or part thereof in such manner as it or they may elect and (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; (g) Borrower or any of its Subsidiaries ceases to be solvent or shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, except for PC Connection Sales of Massachusetts, Inc., which carries a negative shareholder’s equity balance but which is supported by its immediate parent, PC Connection Sales Corporation, such condition to be considered a condition of default only if the combined shareholders’ equity of these two companies becomes negative in any material respect; (h) any Subsidiary of Borrower, or any Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing; (i) any change in Borrower’s or any of its Subsidiaries’ condition or affairs (financial or otherwise) which has a Material Adverse Effect; (j) any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest except purchase money security interests permitted by Section 7.2 hereof (other than Permitted Liens); (k) an event of default has occurred and been declared under (i) the Permitted Vendor Debt or (ii) the Subordinated Debt Documentation, which default shall not have been cured or waived within any applicable grace period and for which any lender therein is permitted to take action thereunder; (l) default of the obligations of Borrower or any Guarantor under any other agreement to which it is a party shall occur which materially and adversely affects its condition, affairs or prospects (financial or otherwise) which default is not cured within any applicable grace period; (m) termination or breach of any Guaranty or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower or any of its Subsidiaries, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement; (n) termination or breach of any Guaranty or Guaranty Security Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement; (o) any Change of Control shall occur; (p) any material provision of this Agreement or any Other Agreement shall, for any reason, cease to be valid and binding on Borrower, or Borrower shall so claim in writing to Agent; (i) any Governmental Body shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Borrower or any of its Subsidiaries necessary for its operations, or (ii) any agreement which is necessary or material to the operation of Borrower’s or any of its Subsidiaries business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (30) days after the date of such revocation or termination, and such revocation or termination and non-replacement would reasonably be expected to have a Material Adverse Effect; (r) any portion of the Collateral having an aggregate value in excess of $500,000 shall be seized or taken by a Governmental Body, or Borrower or any Guarantor or the title and rights of Borrower or any of its Subsidiaries shall have become the subject matter of litigation which might, in the reasonable judgment of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents; (s) an event or condition specified in Sections 7.16 or 9.16 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any of its Subsidiaries or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or (i) failure of Borrower or any of its Subsidiaries to pay when due or within any applicable grace period any principal or interest on Indebtedness or any contingent obligations or (ii) breach or default of Borrower or any of its Subsidiaries or the occurrence of any condition or event, with respect to any Indebtedness or any contingent obligations if the effect of such failure to pay, breach, default or occurrence is to cause or to permit the holder or holders then to cause, such Indebtedness and/or contingent obligations having an individual principal amount in excess of $1,000,000; or (u) termination of an existing Blocked Account Agreement by a third party bank party thereto that results in the termination of the Agent’s control over the cash proceeds in a Blocked Account.the

Appears in 1 contract

Samples: Securities Purchase Agreement (Il Fornaio America Corp)

Specified Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) failure by Borrower to pay any principal or interest on the Obligations when due (including the payment of excess Advances pursuant to Section 2.7 hereof), whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or failure to pay any other liabilities or make any other payment, fee or charge provided for herein when due or in any Other Document; (b) any representation or warranty made or deemed made by Borrower or any of its Subsidiaries in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made; (c) issuance of a notice of Lien (other than a Permitted Encumbrance), levy, assessment, injunction or attachment securing Indebtedness in excess of $1,000,000 against a material portion of Borrower’s or any of its Subsidiaries’ property; (d) except as otherwise provided for in subparagraphs (a) and (c), failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document, now or hereafter entered into between Borrower and Agent or any Lender (except for a failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6 hereof) for which no cure period is applicable or which is not cured within thirty (30) days from the occurrence of such failure or neglect; (e) any judgment or judgments are rendered or judgment liens filed against Borrower or any of its Subsidiaries for an aggregate amount in excess of $1,000,000 which within thirty (30) days of such rendering or filing is not either satisfied, stayed or discharged of record; (f) Borrower or any of its Subsidiaries shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; (g) Borrower or any of its Subsidiaries ceases to be solvent or shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, except for PC Connection Sales of Massachusetts, Inc., which carries a negative shareholder’s equity balance but which is supported by its immediate parent, PC Connection Sales Corporation, such condition to be considered a condition of default only if the combined shareholders’ equity of these two companies becomes negative in any material respect; (h) any Subsidiary of Borrower, or any Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing; (i) any change in Borrower’s or any of its Subsidiaries’ condition or affairs (financial or otherwise) which has a Material Adverse Effect; (j) any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest except purchase money security interests permitted by Section 7.2 hereof (other than Permitted Liens); (k) an event of default has occurred and been declared under (i) the Permitted Vendor Debt or (ii) the Subordinated Debt Documentation, which default shall not have been cured or waived within any applicable grace period and for which any lender therein is permitted to take action thereunder; (l) default of the obligations of Borrower or any Guarantor under any other agreement to which it is a party shall occur which materially and adversely affects its condition, affairs or prospects (financial or otherwise) which default is not cured within any applicable grace period; (m) termination or breach of any Guaranty or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower or any of its Subsidiaries, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or ~~Guaranty Security Agreement or~~ similar agreement; (n) termination or breach of any Guaranty ~~or Guaranty Security Agreement~~ or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty ~~or Guaranty Security Agreement~~ or similar agreement; (o) any Change of Control shall occur; (p) any material provision of this Agreement or any Other Agreement shall, for any reason, cease to be valid and binding on Borrower, or Borrower shall so claim in writing to Agent; (i) any Governmental Body shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Borrower or any of its Subsidiaries necessary for its operations, or (ii) any agreement which is necessary or material to the operation of Borrower’s or any of its Subsidiaries business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (30) days after the date of such revocation or termination, and such revocation or termination and non-replacement would reasonably be expected to have a Material Adverse Effect; (r) any portion of the Collateral having an aggregate value in excess of $500,000 shall be seized or taken by a Governmental Body, or Borrower or any Guarantor or the title and rights of Borrower or any of its Subsidiaries shall have become the subject matter of litigation which might, in the reasonable judgment of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents; (s) an event or condition specified in Sections 7.16 or 9.16 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any of its Subsidiaries or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or (t) (i) failure of Borrower or any of its Subsidiaries to pay when due or within any applicable grace period any principal or interest on Indebtedness or any contingent obligations or (ii) breach or default of Borrower or any of its Subsidiaries or the occurrence of any condition or event, with respect to any Indebtedness or any contingent obligations if the effect of such failure to pay, breach, default or occurrence is to cause or to permit the holder or holders then to cause, such Indebtedness and/or contingent obligations having an individual principal amount in excess of $1,000,000; or (u) termination of an existing Blocked Account Agreement by a third party bank party thereto that results in the termination of the Agent’s control over the cash proceeds in a Blocked Account.

Appears in 1 contract

Samples: Credit and Security Agreement (Pc Connection Inc)

Specified Events of Default. ~~The occurrence of any one or more~~ Each of the following specified events ~~shall constitute~~ hereby constitutes and is herein referred to individually as an “Event of Default”,” it being understood that an Event of Default shall not be deemed to have occurred until the cure period set forth in the applicable Section below, if any, shall have expired, other than with respect to the calculation of Default Interest if such Event of Default is not cured within the applicable cure period hereunder or in the relevant agreement: 9.1.1 Borrower’s failure to make (aor cause to be made) ~~failure by Borrower~~ any payments to ~~pay any principal or interest on~~ Lender hereunder when the ~~Obligations when due~~ same are due, including, without limitation, payment of the Indebtedness (including Default Interest, if any) by the payment of excess Advances pursuant to Section 2.7 hereof), whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment Maturity Date; or 9.1.2 Borrower’s interference or failure to ~~pay any~~ exercise commercially reasonable efforts to cause T3LLC to maintain (or cause to be maintained) in full force and effect the policies of insurance as provided in Section 7.10 hereof for the full periods required by Lender; provided, however, if a policy is terminated for some reason other ~~liabilities~~ than by a default of Borrower, Borrower shall have five (5) Business Days to reinstate or ~~make any~~ replace such policy; or 9.1.3 Except as already set forth in Section 9.1.1 and Section 9.1.2, default and continuance thereof in the due and timely observance or performance of the material terms, provisions, other ~~payment~~material covenants, ~~fee~~ representations, warranties, conditions, agreements or ~~charge provided for herein when due or in any Other Document; (b) any representation or warranty made or deemed made by~~ obligations of Borrower ~~or any of its Subsidiaries~~ contained in this Agreement, the Promissory Note, any ~~Other~~ Loan Documents (including, without limitation, the Copyright Mortgage) and Borrower has failed to cure such default within the earlier of five (5) Business Days or as otherwise specified in the applicable Loan Document after Borrower receives written notice thereof from Lender or any ~~related agreement~~ officer of Bxxxxxxx becomes aware thereof; or 9.1.4 Borrower’s failure to perform or observe, in ~~any certificate~~a due and timely manner, ~~document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in~~ any material ~~respect~~ terms, provisions, covenants, conditions, agreements, or obligations contained in the Distribution Agreements, including, without limitation, the Cineverse Distribution Agreement; or 9.1.5 If any Uniform Commercial Code Financing Statement, Corporate Financial Statement delivered by Borrower hereunder or pursuant hereto shall be false or untrue on the date ~~when~~ made; or 9.1.6 Default of any third party (including, without limitation, T3LLC) hereto in the observance or performance by such party of any material term, covenant, condition, warranty or representation made or ~~deemed~~ agreed to ~~have been made;~~in any agreement referred to herein or secured by Lxxxxx’s Security Interest hereunder which Lender reasonably believes could cause a Material Adverse Effect on the Collateral and/or Lender’s Security Interest hereunder, including, without limitation, the Picture’s production accountant and post-production accountant’s failure to perform its obligations under the terms of any applicable agreement; or 9.1.7 Suspension by Borrower or T3LLC of its business operations; or 9.1.8 If any warrant of attachment, execution or other writ in an aggregate amount of greater than One Hundred Thousand Dollars (cUS$100,000) ~~issuance of~~ shall be issued or levied upon the proceeds payable pursuant to any agreement referred to herein or secured by Lxxxxx’s Security Interest hereunder, and such attachment, execution or other writ shall remain undischarged and unstayed for a ~~notice of Lien (other than a Permitted Encumbrance), levy, assessment, injunction or attachment securing Indebtedness~~ period in excess of $1,000,000 against a material portion of Borrower’s or any of its Subsidiaries’ property; (d) except as otherwise provided for in subparagraphs (a) and (c), failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition, covenant herein contained, or contained in any Other Document, now or hereafter entered into between Borrower and Agent or any Lender (except for a failure or neglect of Borrower or any of its Subsidiaries to perform, keep or observe any term, provision, condition or covenant, contained in Sections 4.6, 4.7, 4.9, 6.1, 6.3, 6.4, 9.4 or 9.6 hereof) for which no cure period is applicable or which is not cured within thirty (30) days ~~from~~ or Borrower shall fail to post (or cause to be posted) an indemnity bond for the ~~occurrence~~ maximum liability pursuant to any such attachment, execution or other writ; or 9.1.9 If Bxxxxxxx should become insolvent; or should be unable to pay its debts as they mature (including Bxxxxxxx’s failure to pay the Indebtedness); or should make an assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its properties or assets, or should file a voluntary petition in bankruptcy or seeking reorganization or to effect a plan or other arrangement with creditors; or should file an answer admitting the jurisdiction of any court and the material allegations of an involuntary petition filed pursuant to any change in law relating to bankruptcy or reorganization; or should join in any such ~~failure~~ petition for an adjudication or ~~neglect; (e)~~ for a reorganization or other arrangement; or should become or be adjudicated a bankrupt; or should apply for or consent to the appointment of or consent that an order be made appointing any ~~judgment~~ receiver or ~~judgments are rendered~~ trustee for itself or ~~judgment liens filed against Borrower or~~ for any of its ~~Subsidiaries~~ properties, assets or business; or if an order should be entered pursuant to any change in law relating to bankruptcy or reorganization; or if a receiver or a trustee should be appointed otherwise than upon its own application or consent for an aggregate amount in excess of $1,000,000 which within thirty (30) days of such rendering or filing is not either satisfied, stayed or discharged of record; (f) Borrower or any of its Subsidiaries shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its ~~property~~properties, ~~(ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under~~ assets or business and any ~~state~~ such receiver or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; (g) Borrower or any of its Subsidiaries ceases to be solvent or shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, except for PC Connection Sales of Massachusetts, Inc., which carries a negative shareholder’s equity balance but which is supported by its immediate parent, PC Connection Sales Corporation, such condition to be considered a condition of default only if the combined shareholders’ equity of these two companies becomes negative in any material respect; (h) any Subsidiary of Borrower, or any Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing; (i) any change in Borrower’s or any of its Subsidiaries’ condition or affairs (financial or otherwise) which has a Material Adverse Effect; (j) any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or trustee so appointed is not ~~a valid and perfected Lien having a first priority interest except purchase money security interests permitted by Section 7.2 hereof~~ discharged within sixty (other than Permitted Liens); (k) an event of default has occurred and been declared under (i) the Permitted Vendor Debt or (ii) the Subordinated Debt Documentation, which default shall not have been cured or waived within any applicable grace period and for which any lender therein is permitted to take action thereunder; (l) default of the obligations of Borrower or any Guarantor under any other agreement to which it is a party shall occur which materially and adversely affects its condition, affairs or prospects (financial or otherwise) which default is not cured within any applicable grace period; (m) termination or breach of any Guaranty or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower or any of its Subsidiaries, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement; (n) termination or breach of any Guaranty or Guaranty Security Agreement or similar agreement executed and delivered to Agent in connection with the Obligations of Borrower, or if any Guarantor attempts to terminate, challenges the validity of, or its liability under, any such Guaranty or Guaranty Security Agreement or similar agreement; (o) any Change of Control shall occur; (p) any material provision of this Agreement or any Other Agreement shall, for any reason, cease to be valid and binding on Borrower, or Borrower shall so claim in writing to Agent; (i) any Governmental Body shall revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Borrower or any of its Subsidiaries necessary for its operations, or (ii) any agreement which is necessary or material to the operation of Borrower’s or any of its Subsidiaries business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (3060) days after the date of such ~~revocation~~ appointment; or ~~termination~~if an involuntary petition is filed and not dismissed, ~~and such revocation~~ stayed or ~~termination and non-replacement would reasonably be expected to have a Material Adverse Effect;~~ bonded within sixty (r60) ~~any portion of~~ days after the Collateral having an aggregate value in excess of $500,000 shall be seized or taken by a Governmental Body, or Borrower or any Guarantor or the title and rights of Borrower or any of its Subsidiaries shall have become the subject matter of litigation which might, in the reasonable judgment of Agent, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents; (s) an event or condition specified in Sections 7.16 or 9.16 hereof shall occur or exist with respect to any Plan and, as a result date of such ~~event or condition~~petition; or 9.1.10 If there shall exist and continue, together with all other such events or conditions, Borrower or any of its Subsidiaries or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which, in the reasonable judgment of Agent, would have a Material Adverse Effect; or 9.1.11 If final judgment or judgments for the payment of money aggregating in excess of One Hundred Thousand Dollars (iUS$100,000) shall be entered or affirmed by a court against Borrower, and Borrower shall not discharge the same or provide for its or their discharge in accordance with its or their terms or procure a stay of execution thereof within sixty (60) days from the date of entry thereof; or 9.1.12 If any Loan Document shall cease to be in full force and effect (other than as approved by Lxxxxx in writing and such termination of the Loan Document was not due to a default or breach thereof); or 9.1.13 If Borrower shall default under any Loan Document and such default is not cured with the proscribed cure period thereunder, if any; or 9.1.14 If Borrower abandons the distribution of the Picture or breaches the Cineverse Distribution Agreement, including, without limitation, failure to fund the Cineverse Advance in accordance with the terms of the Cineverse Distribution Agreement; or 9.1.15 To the extent Borrower possesses rights thereto, if Borrower authorizes any material change in the Budget, financing structure, timing of production, including post production, or the key production team or key cast of the Picture (i.e., the actors engaged via the Actor Agreements are no longer cast as lead actors) unless approved by Lxxxxx in writing prior to such authorization; or 9.1.16 Any act of Borrower which contributes to the failure of T3LLC to complete Principal Photography for the Picture in material conformity with the in-going Budget, Production Schedule, and the Lender-approved Cash Flow Schedule, on a line-item by line-item basis; or 9.1.17 Borrower’s failure to adhere to Lender’s approval rights as expressly set forth in this Agreement, except where waived by Lxxxxx in writing in its sole discretion; or 9.1.18 The failure of Borrower ~~or any~~ to effect delivery of ~~its Subsidiaries~~ the Picture to ~~pay when due or within any applicable grace period any principal or interest on Indebtedness or any contingent obligations or (ii) breach or default~~ sub-distributors in accordance with the terms and conditions of ~~Borrower or any of its Subsidiaries or~~ the occurrence of any condition or event, with respect to any Indebtedness or any contingent obligations if the effect of such failure to pay, breach, default or occurrence is to cause or to permit the holder or holders then to cause, such Indebtedness and/or contingent obligations having an individual principal amount in excess of $1,000,000relevant Distribution Agreements; or ~~(u) termination~~ 9.1.19 If Borrower takes any action that shall directly cause or shall reasonably be expected to cause T3LLC’s failure to fully fund the costs of ~~an existing Blocked Account Agreement by a third party bank party thereto~~ production of the Picture in accordance with the Cash Flow Schedule; or 9.1.20 Borrower receiving any other form of debt financing relating to the Picture without Lxxxxx’s express written approval at Lender’s sole discretion, provided that ~~results~~ Borrower can receive additional debt financing without Borrower’s written approval if such additional debt financing is fully subordinate to Lender and subject to the Permitted Encumbrances; or 9.1.21 [Reserved]; or 9.1.22 Bxxxxxxx’s failure to pay the Lender Royalties in the ~~termination~~ same manner and at the same time as the Royalties as set forth in the Cineverse Distribution Agreement; or 9.1.23 There being any material changes to the status of ~~the Agent~~any Conditions Precedent without Lxxxxx’s ~~control over the cash proceeds in a Blocked Account~~prior written authorization.

Appears in 1 contract

Samples: Loan and Security Agreement (Cineverse Corp.)

Common use of Specified Events of Default Clause in Contracts