Termination; Acceleration Clause Samples

Termination; Acceleration. Upon the occurrence of an Event of Default, then, and in every such event (other than an event described in Section 6.01(f)), and at any time thereafter during the continuance of such event, the Agent shall, by notice to the Borrower, if directed by the Required Lenders, declare the unpaid principal and interest of the Loans to be forthwith due and payable, whereupon the principal of such Loans, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall become forthwith due and payable and all Commitments shall automatically terminate, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any Loan Document (other than the NBA Consent Letter and the Security Agreement) to the contrary notwithstanding; and, in any event described in Section 6.01(f) above, the principal of the Loans, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder, shall automatically become due and payable and all Commitments shall automatically terminate, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any of the Loan Documents (other than the NBA Consent Letter and the Security Agreement) to the contrary notwithstanding.

Termination; Acceleration. Upon the occurrence and during the continuation of any Event of Default, without further order of, application to, or action by, the Bankruptcy Court and without limiting any other right or remedy, at the direction of the Required Lenders, the Administrative Agent may by written notice to the Borrower and the Committee in accordance with Section 10.2 (a) declare that all or any portion of the Term Loan Commitment be terminated, whereupon the obligation of the Lenders to make Loans shall immediately terminate, and (b) declare the Loans, the PIK Interest Notes, all accrued interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, the PIK Interest Notes, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

Termination; Acceleration. If an Event of Default specified in Section 7(f) or (g) shall occur, then, and in any such event, the Commitment shall immediately terminate and the Loans and all other Obligations shall become immediately due and payable without any notice or other action by Lender. If any other Event of Default shall occur and be continuing, then, and in any such event, Lender may, without any notice or demand, (i) terminate forthwith the Commitment and/or (ii) declare the Loans and all other Obligations to be immediately due and payable.

Termination; Acceleration. In the event that the Company ----------- ------------ consummates an underwritten public offering of its capital stock registered pursuant to the Securities Act on or before January 1, 2001, then the Put Right set forth in this Section 4 shall automatically terminate. In addition, the Company shall give AC written notice at least fourteen (14) days prior to the consummation of any Liquidity Event, and in the event of such a Liquidity Event, AC shall by written notice to the Company given at any time prior to the consummation of such Liquidity Event, either (a) accelerate the put right under this Section 4, whereupon the obligations of the Company under this Section 4 shall be fulfilled either immediately prior to or simultaneously with the consummation of such Liquidity Event, or (b) waive the Put Right (or give a Rescission Notice in the event that AC has already exercised such Put Right, in which case AC shall immediately repay to the Company any portion of the Repurchase Price theretofore paid and the Company shall immediately return to AC the uncancelled original stock certificate(s) representing the Put Shares) under this Section 4. The term "Liquidity Event" shall mean (x) an underwritten --------------- initial public offering of the Company's capital stock which occurs after January 1, 2001, (y) the sale of all or substantially all of the property and assets of the Company in one transaction or a series of one or more related transactions, or (z) the acquisition of the Company by another person or entity by means of stock purchase (whether by transfer or outstanding shares or through new issuances), merger, consolidation or otherwise which would result in the exchange of shares of capital stock of the Company for cash, securities or other consideration paid by the acquiring person or entity, or any similar transaction.

Termination; Acceleration. Bank may immediately terminate this ------------------------- Loan Agreement and the Loan Documents by notice to Borrower and declare the unpaid balance of the Loan to be immediately due and payable.

Termination; Acceleration. Upon any Event of Default occurring, the Lender may immediately terminate its obligations to make the Loan. If an Insolvency Proceeding occurs, the Loan, as well as any other Indebtedness, shall be immediately due and payable. If any other Event of Default occurs, the Lender may declare the Loan, as well as any other Indebtedness, immediately due and payable, in each case without presentment, demand, protest, notice of dishonor, notice of non-payment or other notice of any kind, all of which are waived by the Borrower.

Termination; Acceleration. DRISA may terminate this Agreement without additional written notice to Customer in the event of Customer’s Default and Customer’s failure to cure the Default for any three (3) consecutive months, or upon any other material breach of this Agreement by Customer. In the event of Termination by DRISA due to Default, or if for any reason Customer refuses to accept the services contracted for herein, Customer shall NOT be relieved of any of its obligations under this Agreement to pay the Fee as the forth on Schedule A for the full Term then in effect. DRISA may, at its option, accelerate Customer’s total amounts due in the event of Default, including but not limited to non-payment of invoices for a period of over 90 days, in which case DRISA shall be entitled to immediate payment of the accelerated amount or a liquidated amount of the ZAR equivalent of $1,050, whichever is greater, in addition to interest and other charges as set forth herein, notwithstanding DRISA’s cessation of service. If Customer defaults, Customer shall also be liable for the replacement value of the Equipment, as set forth on Schedule A. DRISA may choose to recover damages in lieu of the penalty set out in this clause.

Termination; Acceleration. The Lender may cease making Advances to the ------------------------- Borrower and may declare the entire outstanding Obligations immediately due and payable and may pursue any and all actions to collect and enforce the collection of such amounts; provided that upon the occurrence of an Event of Default described in Section 6(d), the Lender's obligation to make Advances shall automatically terminate and all outstanding Obligations shall become immediately due and payable without any notice or action whatsoever by the Lender.

Termination; Acceleration. 12.1 Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach. (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 12.2 If at any time during the term of this Agreement the Client undergoes a change of control, or terminates this Agreement for any other reason than failure to perform by the Service Provider, then the remaining fees under the Agreement will be accelerated and become due in full at the time of closing of the change of control or termination.