Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": ----------------- (1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due; (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits; (3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing; (4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement; (5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court); (6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement; (7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control; (8) Any event of default under the CIHC Guaranty shall occur and be continuing; (9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.
Appears in 4 contracts
Samples: 1997 Director & Officer Loan Credit Agreement (Conseco Inc), Loan Agreement (Conseco Inc), 1997 Director & Officer Loan Credit Agreement (Conseco Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) the Collateral Agent any substantial portion of any Related Premises shall not have an exclusivebe taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event case of Default" under Section 5.01 a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
not less than five (5) The PlanLease Years, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on (any one or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests all of the Administrative Agent and Related Premises described in the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for above being hereinafter referred to as the purposes “Affected Premises” and each of determining whether a Termination Event has occurred the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by (a “Termination Notice”) in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate with respect to the Guarantor Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 4 contracts
Samples: Lease Agreement (Tower Automotive, LLC), Lease Agreement (Tower Automotive, LLC), Lease Agreement (Tower Automotive, LLC)
Termination Events. Should No Party will have the right to terminate this Agreement become effective ------------------ pursuant to for a period of thirty-six (36) months after the provisions of Section 8 hereof, Effective Date unless the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;grounds for termination are:
(i) A Cash Collateral Pledgor shall have failed timely that another Party has been convicted of a violation of a Federal, state or local criminal statute and such conviction actually and materially adversely affects that Party's ability to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to perform its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" obligations under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5ii) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement judgment has been entered by any court);
(6) Any Event against another Party finding said Party in violation of Default with respect a Federal, state or local statute or regulation and such final judgment actually and materially affects that Party's ability to the Guarantor shall occur and shall be continuing perform its obligations under the Existing Credit this Agreement;
(7iii) Any event that another Party has (a) filed a voluntary petition in bankruptcy or voluntary petition or an answer seeking reorganization, arrangement, readjustment of default its debts, or any other relief under the Existing Guaranty shall occur and be continuing; it being acknowledged that Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing, (ib) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, made a general assignment for the purposes benefit of determining whether a Termination Event has occurred creditors, or (c) admitted in writing its inability to pay its debts as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall controlthey mature;
(8) Any event iv) that another Party has had (a) an involuntary petition filed against it seeking reorganization, arrangement, readjustment of default its debts, or any other relief under the CIHC Guaranty shall occur and be continuing;
Federal Bankruptcy Code or under any other insolvency act or law now or hereafter existing (9b) The Guarantor shall otherwise be in default of any of its obligations hereunder a receiver or trustee appointed involuntarily, and such default shall be continuing for a period of thirty petition or action is not suspended, stayed or dismissed within sixty (3060) days after filing or appointment, as the case may be.
(v) that a Final Order has been issued by the Arbitrator containing a finding of a material breach of contract, representation or warranty given by a Party in this Agreement or of any other material breach of this Agreement by the Party against which termination is sought; or
(vi) that a Change of Control has occurred involving a Party, other than a transaction constituting a Change of Control by one Party of another Party. With respect to a termination pursuant to subsections (i)-(iv) the Party seeking termination will provide the other Parties sixty (60) days written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon following the occurrence of any the event creating the grounds for termination; and, with respect to a termination pursuant to subsection (vi), the Party seeking termination will provide the other Parties one or more hundred twenty (120) days written notice following the occurrence of the foregoing eventsevent creating the grounds for termination; and with respect to a termination pursuant to subsection (v), the Administrative Agent shall undertake Party seeking termination will have the right to provide an immediate termination following receipt of the Guarantor with written notice Final Order, but in no event sooner than sixty (60) days from the date a Party first notifies the others in writing of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationa breach.
Appears in 3 contracts
Samples: Master Agreement (Sprint Spectrum L P), Master Agreement (Sprint Spectrum L P), Master Agreement (Sprint Spectrum Finance Corp)
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a right to terminate the Agreement pursuant to this sub- clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the required penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either parties during the dormant period of the FSA
(e) subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes clause 3.4 and clause 3.5.4 of the Required BanksScheme Document) ceases to be true and correct or is found to be misleading, may untrue or incorrect, then the Seller shall have the right to terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(ij) A Cash Collateral Pledgor shall have failed timely subject to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Clause 21.11, in each case within 5 days of the date it is due; or (ii) event that the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor Purchaser (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred new entity formed as a result of any events of default under the Existing Guaranty arising from the incorporation change in Control of the covenants from Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other credit agreementconditions specified herein, then the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, Seller shall have elected the right to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, 30 (thirty) days to the Purchaser;
(k) in the event that the Administrative Agent's failure Specified End Use Plant ceases to provide such remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(l) The Fuel Supply Agreement(FSA), executed thereof, shall ------- not affect be valid for the entire tenure of the agreement. Any premature exit by the Consumer/Buyer except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and Clause 21.11 or any manner other applicable clause.
(m) in the effectiveness event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the Agreement shall stand terminated without requirement of such terminationany further actions in this regard by the Parties;
(n) In case the Purchaser fails to submit the CCO Certificate in accordance with the Clause 5.2(a), then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Purchaser.
Appears in 3 contracts
Samples: Fuel Supply Agreement, Fuel Supply Agreement, Fuel Supply Agreement
Termination Events. Should The Issuer or the Cash Manager on its behalf:
(a) may (with the prior written consent of the Security Trustee) terminate this Agreement become effective ------------------ pursuant and close the Swap Collateral Account in the event that the matters specified in paragraphs (i) to (iii) (inclusive) below occur; and
(b) shall (with the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes prior written consent of the Required Banks, may Security Trustee) terminate this Agreement and close the Swap Collateral Account in the event that any of the obligations or acknowledgments matters specified in paragraphs (iv) to (vii) (inclusive) below occur, in each case by serving a written notice of termination on the Administrative Agent Swap Collateral Account Bank (with a copy to, as applicable, the Cash Manager, the Issuer and the Banks under this Agreement Security Trustee) (including, without limitation, those with respect such termination to be effective on the Commitment and the No Default Acknowledgment), if third Business Day following service of such notice subject as provided below) in any of the following shall have occurred or otherwise shall be continuing circumstances (each, each a "Swap Collateral Account Bank Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;):
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberif a deduction or withholding for or on account of any Tax is imposed, 2000 Cash Collateral Depositor it appears likely that such a deduction or withholding will be imposed, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation in respect of the provisions of Article II of interest payable on the Appendix), in each case within 5 days of the date it is dueSwap Collateral Account; or or
(ii) default by the Swap Collateral Agent shall not have an exclusive, perfected first security interest Account Bank in the Cash Collateral Deposits;performance of its obligations under this Agreement which continues unremedied for a period of 20 Business Days after receiving notice or becoming aware of such default; or
(3iii) Any "Event of Default" if the Swap Collateral Account Bank materially breaches its obligations under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing GuarantyDeed of Charge or any other Transaction Document to which the Swap Collateral Account Bank is a party provided the Cash Manager acting reasonably and following receipt of a Ratings Confirmation from each Rating Agency determines that termination of this Agreement following such breach would not adversely affect the then ratings of the Class A Notes; or
(iv) if the Swap Collateral Account Bank fails to maintain the Swap Collateral Account Bank Rating and the Issuer does not, the CIHC Guarantywithin 30 calendar days of such occurrence, take, or procure to be taken, any of the other documents contemplated by this Agreement, or any actions referred to in Clause 9.7 (Loss of the transactions contemplated by this Agreement;Swap Collateral Account Bank Ratings); or
(5v) The Planif the Swap Collateral Account Bank, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, otherwise than for the purposes of determining whether such amalgamation or reconstruction as is referred to in paragraph (vi) below, ceases or, through an authorised action of the board of directors of the Swap Collateral Account Bank, threatens to cease to carry on all or substantially all of its business or the Swap Collateral Account Bank is unable or admits inability to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(1)(e) of the Insolvency Act) and Section 123(2) of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(2) of the Insolvency Act) (as that Section may be amended) or ceases to be an authorised institution under FSMA 2000; or
(vi) if an order is made or an effective resolution is passed for the winding-up of the Swap Collateral Account Bank except a Termination Event has occurred winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Issuer and the Security Trustee; or
(vii) if proceedings are initiated against the Swap Collateral Account Bank under any applicable liquidation, insolvency, bankruptcy, examinership, sequestration, composition, reorganisation (other than a reorganisation where the Swap Collateral Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order) unless (except in the case of presentation of petition for an administration order) such proceedings are, in the reasonable opinion of the Issuer, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Swap Collateral Account Bank or in relation to the whole or any substantial part of the undertaking or assets of the Swap Collateral Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Swap Collateral Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Swap Collateral Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 calendar days of its commencement, or the Swap Collateral Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, examinership, composition, reorganisation or other similar laws or makes a result conveyance or assignment for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationindebtedness.
Appears in 3 contracts
Samples: Swap Collateral Account Bank Agreement, Swap Collateral Bank Account Agreement, Swap Collateral Account Bank Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof(a) The Employment Term will end, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks parties will not have any rights or obligations under this Agreement (includingexcept for the rights and obligations under those Sections of this Agreement that are continuing and will survive the end of the Employment Term, without limitation, those with respect as specified in Section 9.10 of this Agreement) on the earliest to the Commitment and the No Default Acknowledgment), if any occur of the following shall have occurred or otherwise shall be continuing events (each, each a "“Termination Event)": -----------------Date”):
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days death of the date it is dueEmployee;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A2) the December, 2000 Cash Collateral Deposit, termination of Employment as a result of Employee’s Disability (Bas defined in Section 4.1(b) any C-T Borrower Cash Collateral Deposit, (Cof this Agreement) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral DepositsEmployee;
(3) Any "Event the termination of Default" under Section 5.01 of the Appendix Employee’s employment by Employee without Good Reason (as incorporated herein pursuant to defined in Section 7 hereof4.1(d) shall occur and be continuingof this Agreement);
(4) There shall have been entered any final judgment, or injunction, or other order the termination of Employee’s employment by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability SBG for Cause (as defined in Section 4.1(c) of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement);
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, termination of Employee’s employment by SBG without Cause; or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event the termination of Default with respect Employee’s employment by Employee for Good Reason within three (3) months of the inception of the event giving rise to the Guarantor shall occur Good Reason; provided, however, the Employee has first given the Employer written notice of the Good Reason within ten (10) business days of its occurrence and shall be continuing under the Existing Credit Agreement;thirty (30) days following such notice to correct it.
(7b) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth Except as is provided in the Appendix and, by execution and delivery last sentence of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreoverSection 4.1(b), for the purposes of determining this Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any twelve (12) consecutive month period, and the effective date of such Disability shall be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the question will be decided by a Termination Event has occurred as physician to be paid by SBG and designated by SBG, subject to the approval of Employee (which approval may not be unreasonably withheld) whose determination will be final and binding on the parties. Notwithstanding anything in this Section 4.1(b) or in this Agreement to the contrary, to the extent necessary to prevent a result violation of section 409A of the Internal Revenue Code (and any events of default guidance issued thereunder), “Disability” means a medically determinable physical or mental impairment which qualifies Employee for total disability benefits under the Existing Guaranty arising from Social Security Act and/or which, in the incorporation opinion of the covenants SBG (based upon such evidence as it deems satisfactory): (i) can be expected to result in death or to last at least twelve (12) months, and (ii) will prevent Employee from performing any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationsubstantial gainful activity.
Appears in 2 contracts
Samples: Employment Agreement (Sinclair Broadcast Group Inc), Employment Agreement (Sinclair Broadcast Group Inc)
Termination Events. Should The following shall constitute a termination event under this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereofInterim Order, the Administrative Agent, upon DIP Loan Documents and the affirmative votes Secured Swap Agreements unless waived in writing by each of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative DIP Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing Existing RBL Agent (each, a "“Termination Event)": -----------------”):
(1a) The Guarantor shall have failed to have paid occurrence of an “Event of Default” under the Commitment FeeDIP Credit Agreement, as set forth therein (a “DIP Default Termination Event”), including, for avoidance of doubt, the Acknowledgment Feefailure to obtain entry of the Final Order, in form and substance acceptable to the DIP Secured Parties and the Existing RBL Agent, on or before the date that is thirty-five (35) days following entry of the Interim Order.
(b) Any other breach, default, or other violation by any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;Debtors of the terms and provisions of this Interim Order.
(c) The Debtors’ failure to (i) A Cash Collateral Pledgor shall have failed timely enter into a restructuring support agreement (the “RSA”) in form and substance acceptable to deposit with the D&O Cash Collateral Agent: (A) DIP Lenders and the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of Existing RBL Lenders by the date it that is due; or (ii) no later than 45 days after the Collateral Agent shall not have an exclusivePetition Date, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreoverif required as a term of such RSA and not waived, (x) file a motion seeking approval to enter into the RSA by the date that is no later than 30 days after the Petition Date and (y) obtain an order from the Bankruptcy Court authorizing the entry into the RSA by the date that is no later than 60 days after the Petition Date.
(d) The Debtors’ failure to file a chapter 11 plan (the “Plan”) and a disclosure statement for the purposes Plan (the “Disclosure Statement”) that provides for Payment in Full of determining whether a Termination Event has occurred as a result of any events of default the DIP Obligations and the Existing RBL Obligations in accordance with the RSA, or, is otherwise in form and substance reasonably acceptable to the Required DIP Lenders, or, after the DIP Obligations have been Paid in Full, the “Majority Lenders” under the Existing Guaranty arising from RBL Credit Agreement, in each case, by the incorporation of date that is no later than 150 days after the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;Petition Date.
(8) Any event of default under e) The Disclosure Statement not being approved by the CIHC Guaranty shall occur and be continuing;Bankruptcy Court by the date that is no later than 180 days after the Petition Date.
(9f) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) Bankruptcy Court not entering an order confirming the Plan by the date that is no later than 210 days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such terminationPetition Date; provided, -------- howeverthat, that the Administrative Agent's failure to provide such notice shall ------- not affect DIP Agent with the consent of the requisite DIP Lenders, or, after Payment in any manner Full of the effectiveness DIP Obligations, the Existing RBL Agent with the consent of such terminationthe requisite Existing RBL Lenders under the Existing RBL Credit Agreement, may extend the time by which the Debtors may satisfy the milestones described in provisions (c)-(f) (together, the “Chapter 11 Milestones”) without further order of this Court.
Appears in 2 contracts
Samples: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Termination Events. Should (a) Upon the occurrence of a Termination Event, Purchaser may deliver written notice, prepared reasonably and in good faith (a “Termination Notice”), to Penn electing to terminate this Agreement become effective ------------------ pursuant Agreement, which Termination Notice shall include, in order to the provisions be effective, (i) a description of Section 8 hereofsuch Termination Event, the Administrative Agent, upon the affirmative votes and (ii) a reasonable estimate of the Required BanksDamages (if any) incurred, may terminate or which would be incurred should the Closing occur, by Purchaser in connection with such Termination Event (and all underlying events, facts, acts, conditions and circumstances that resulted in such Termination Event) (the “Termination Event Damages”) and a description of any of actions that, if taken by Penn and/or the obligations or acknowledgments of the Administrative Agent Seller Parties, would cause such Termination Event Damages to be reduced (and the Banks under this Agreement quantum of such reduction).
(including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following b) Penn shall have occurred or otherwise 10 days following its receipt of a Termination Notice to elect, which election shall be continuing made by written notice (eacha “Termination Event Election Notice”) to Purchaser and shall be in Penn’s sole and absolute discretion, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;either:
(i) A Cash Collateral Pledgor shall have failed timely require Purchaser to deposit with consummate the D&O Cash Collateral Agent: Closing notwithstanding the occurrence of the Termination Event described in such Termination Notice, in which case, notwithstanding anything to the contrary set forth herein:
(A) Purchaser, Penn, Seller and Seller Parent shall proceed to Closing in accordance with this Agreement notwithstanding the December, 2000 Cash Collateral Deposit, occurrence of such Termination Event; and
(B) it shall be an additional condition precedent to Purchaser’s obligation to consummate the Closing that, at Closing, Penn shall pay to Purchaser an amount equal to any C-T Borrower Cash Collateral Depositand all Termination Event Damages; provided, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation however, that if Penn disputes the calculation of the provisions of Article II of the Appendix)Termination Event Damages identified in Purchaser’s Termination Notice, Penn may raise such dispute in each case within 5 days of the date it is due; or (ii) the Collateral Agent its Termination Event Election Notice, but such dispute shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant affect Penn’s obligation to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse pay to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept Purchaser all such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreementDamages at Closing, the covenants set forth in the Appendix and Purchaser and Penn shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and use their commercially reasonable efforts to resolve such default shall be continuing dispute for a period of thirty (30) days after written notice by following Closing, failing which (1) either Purchaser or Penn may submit such dispute for resolution to a nationally-recognized accounting firm that does not regularly perform services for Purchaser, Penn, or any Affiliate thereof (the Administrative Agent “Arbitrator”), (2) each of Purchaser and Penn shall submit to the Guarantor. Where Arbitrator its estimate of such Termination Event Damages (each such party’s “Termination Event Damages Estimate”), (3) the Administrative Agentdecision of such Arbitrator shall be final and binding on Purchaser and Penn, upon absent manifest error, and enforceable by Purchaser and/or Penn in any court of competent jurisdiction, (4) the affirmative votes Arbitrator shall be instructed, and shall only be permitted, to resolve such dispute by choosing Penn’s or Purchaser’s Termination Event Damages Estimate, and to deliver its decision in writing as promptly as practicable following the submission thereof to the Arbitrator, but in any event within fifteen (15) days of such submission, (5) the Arbitrator shall be instructed to maintain such dispute, its decision, each party’s Termination Event Damages Estimate, and all information submitted to the Arbitrator in connection therewith and the resolution thereof confidential, and (6) the fees and costs of the Required BanksArbitrator shall be paid by Purchaser, if the Arbitrator selects Penn’s Termination Event Damage Estimate, or Penn, if the Arbitrator selects Purchaser’s Termination Event Damage Estimate; or
(ii) terminate this Agreement, in which case no party shall have any further rights, duties or obligations hereunder (except those that expressly survive termination of this Agreement).
(c) In the event that Penn fails to deliver a Termination Event Election Notice within 10 days following its receipt of a Termination Notice, then Penn shall be deemed to have elected to terminate this Agreement upon the occurrence Agreement, in which case no party shall have any further rights, duties or obligations hereunder (except those that expressly survive termination of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationthis Agreement).
Appears in 2 contracts
Samples: Purchase Agreement (Boyd Gaming Corp), Purchase Agreement (Penn National Gaming Inc)
Termination Events. Should The Issuer or the Cash Manager on its behalf:
(a) may (with the prior written consent of the Security Trustee) terminate this Agreement become effective ------------------ pursuant and close the Collateral Accounts in the event that the matters specified in paragraphs (i) to (iii) (inclusive) below occur; and
(b) shall (with the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes prior written consent of the Required Banks, may Security Trustee) terminate this Agreement and close the Collateral Accounts in the event that any of the obligations or acknowledgments matters specified in paragraphs (iv) to (vii) (inclusive) below occur, in each case by serving a written notice of termination on the Administrative Agent Collateral Account Bank (with a copy to, as applicable, the Cash Manager, the Issuer and the Banks under this Agreement Security Trustee) (including, without limitation, those with respect such termination to be effective on the Commitment and the No Default Acknowledgment), if third Business Day following service of such notice subject as provided below) in any of the following shall have occurred or otherwise shall be continuing circumstances (each, each a "Collateral Account Bank Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;):
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberif a deduction or withholding for or on account of any Tax is imposed, 2000 Cash Collateral Depositor it appears likely that such a deduction or withholding will be imposed, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation in respect of the provisions of Article II of the Appendix), in each case within 5 days of the date it is dueinterest payable on a Collateral Account; or or
(ii) default by the Collateral Agent shall not have an exclusive, perfected first security interest Account Bank in the Cash Collateral Deposits;performance of its obligations under this Agreement which continues unremedied for a period of 20 Business Days after receiving notice or becoming aware of such default (whichever is the earliest); or
(3iii) Any "Event of Default" if the Collateral Account Bank materially breaches its obligations under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing GuarantyDeed of Charge or any other Transaction Document to which the Collateral Account Bank is a party provided the Cash Manager acting reasonably and following receipt of a Ratings Confirmation from each Rating Agency determines that termination of this Agreement following such breach would not adversely affect the then ratings of the Class A Notes; or
(iv) if the Collateral Account Bank fails to maintain the Collateral Account Bank Rating and the Issuer does not, the CIHC Guarantywithin 60 calendar days of such occurrence, take, or procure to be taken, any of the other documents contemplated by this Agreement, or any actions referred to in Clause 9.7 (Loss of the transactions contemplated by this Agreement;Collateral Account Bank Ratings); or
(5v) The Planif the Collateral Account Bank, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, otherwise than for the purposes of determining whether such amalgamation or reconstruction as is referred to in paragraph (vi) below, ceases or, through an authorised action of the board of directors of the Collateral Account Bank, threatens to cease to carry on all or substantially all of its business or the Collateral Account Bank is unable or admits inability to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(1)(e) of the Insolvency Act) and Section 123(2) of the Insolvency Act (on the basis that the words "proved to the satisfaction of the court" are omitted from Section 123(2) of the Insolvency Act) (as that Section may be amended) or ceases to be an authorised institution under FSMA 2000; or
(vi) if an order is made or an effective resolution is passed for the winding-up of the Collateral Account Bank except a Termination Event has occurred winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Issuer and the Security Trustee; or
(vii) if proceedings are initiated against the Collateral Account Bank under any applicable liquidation, insolvency, bankruptcy, examinership, sequestration, composition, reorganisation (other than a reorganisation where the Collateral Account Bank is solvent) or other similar laws (including, but not limited to, presentation of a petition for an administration order) unless (except in the case of presentation of petition for an administration order) such proceedings are, in the reasonable opinion of the Issuer, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Collateral Account Bank or in relation to the whole or any substantial part of the undertaking or assets of the Collateral Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Collateral Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Collateral Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 calendar days of its commencement, or the Collateral Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, examinership, composition, reorganisation or other similar laws or makes a result conveyance or assignment for the benefit of its creditors generally or takes steps with a view to obtaining a moratorium in respect of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationindebtedness.
Appears in 2 contracts
Samples: Collateral Account Bank Agreement, Collateral Account Bank Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to The Guarantor LP (or the provisions of Section 8 hereof, Cash Manager on its behalf):
(a) may (with the Administrative Agent, upon the affirmative votes prior written consent of the Required BanksBond Trustee, may terminate any provided that the Bond Trustee’s consent shall only be withheld if the Bond Trustee is of the obligations or acknowledgments opinion that the interest of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any holders of the following shall have occurred Covered Bonds of any one or otherwise shall more Series would be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid materially prejudiced by the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days termination of the date it is due;
Standby Account Bank) in the event that the matters specified in paragraph (i) A Cash Collateral Pledgor or (vi) below occur; and
(b) shall have failed timely to deposit (with the D&O Cash Collateral Agent: (A) prior written consent of the DecemberBond Trustee, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required provided that the Bond Trustee’s consent shall only be withheld if the Bond Trustee considers the termination of the Standby Account Bank to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse prejudicial to the interests of the Administrative Agent Bondholders), and the Banks Bond Trustee may in such circumstances, terminate this Agreement in the event that any of the matters specified in paragraphs (ii) to (v) (inclusive) below occur; in each case by serving a written notice of termination on the Standby Account Bank, such notice to be delivered within two Business Day in the event of the occurrence specified in paragraph (ii) below (such termination to be effective three Business Days following service of such notice) directing the the Standby Account Bank to transfer all funds held in the Guarantor LP Accounts to replacement accounts under the terms of a new bank account agreement and a new guaranteed investment contract to be entered into by the parties hereto (excluding the Standby Account Bank) substantially on the same terms as this Agreement and the Standby GIC Agreement, respectively, with a financial institution whose ratings or rescinded assessments by the Rating Agencies are equal to or greater than the Standby Account Bank Ratings, in any of the following circumstances:
(i) if a deduction or withholding for or on account of any taxes is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any Guarantor LP Account;
(ii) if the ratings or assessments of the Standby Account Bank by the Rating Agencies fall below the Standby Account Bank Ratings;
(iii) if the Standby Account Bank, otherwise than for the purposes of such amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorized action of the board of directors of the Standby Account Bank, threatens to cease to carry on all or substantially all of its business or the Standby Account Bank;
(iv) if an order is made or an effective resolution is passed for the winding-up of the Standby Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Guarantor LP and the Bond Trustee (such approval not to be unreasonably withheld or enjoined or prohibited by a final judgement entered by any courtdelayed);
(6v) Any Event if proceedings are initiated against the Standby Account Bank under any applicable liquidation, insolvency, bankruptcy, sequestration, composition, reorganisation (other than a reorganisation where the Standby Account Bank is solvent) or other similar laws (including, but not limited to, presentation of Default a petition for an administration order) and (except in the case of presentation of petition for an administration order) such proceedings are not, in the reasonable opinion of the Guarantor LP, being disputed in good faith with respect a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Guarantor shall occur Standby Account Bank or in relation to the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Standby Account Bank and shall be continuing such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Standby Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment for the Existing Credit Agreement;benefit of its creditors generally; or
(7vi) Any event of default if the Standby Account Bank breaches its obligations under this Agreement (including the Existing Guaranty shall occur representations, warranties and be continuing; it being acknowledged that (i) by its termscovenants contained in Section 8.1), the Existing Guaranty automatically incorporates Guaranteed Investment Contract, or the covenants set forth in the Appendix and, by execution and delivery of this Security Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.
Appears in 2 contracts
Samples: Standby Bank Account Agreement (RBC Covered Bond Guarantor Limited Partnership), Standby Bank Account Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereofRelated Premises, the Administrative Agent, upon the affirmative votes (any one or all of the Required Banks, may terminate any Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by (a "Termination Notice") in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall cause the Leased Premises to be repaired or rebuilt in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount, (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein, and (iv) an original termination notice from UHS of UHS' intention to terminate the UHS Lease as to the Affected Premises effective as of the same date as Tenant's notice and containing a binding and irrevocable offer of UHS to pay the applicable "Termination Amount" under the UHS Lease for the Corresponding UHS Premises and, if the Termination Event is an event described in Paragraph 18(a)(ii) of the UHS Lease, the certification and covenant described therein; it being agreed by Tenant that no Termination Notice given by Tenant hereunder shall be of any force or effect unless accompanied by a simultaneous "Termination Notice" from UHS with respect to the Corresponding UHS Premises. Promptly upon the occurrence delivery to Landlord of any one or more a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value of the foregoing events, Affected Premises.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Administrative Agent shall undertake Termination Amount as to provide the Guarantor with Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection") which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date. Upon such terminationtermination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award. It is acknowledged and agreed by Landlord that any acceptance or Rejection of a Termination Notice from Tenant under this Paragraph 18(c) or 18(d) below shall also concurrently contain the same response (i.e. an acceptance or Rejection, as the case my be) of the termination Notice delivered by UHS with respect to the Corresponding UHS Premises.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "F" for the Remaining Premises.
Appears in 2 contracts
Samples: Lease Agreement (Corporate Property Associates 15 Inc), Lease Agreement (Corporate Property Associates 16 Global Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of a Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the provisions Related Premises for a period of Section 8 hereofnot less than five (5) Lease Years, the Administrative Agent, upon the affirmative votes (any one or all of the Required Banks, may terminate any Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by (a "Termination Notice") in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection") which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate with respect to the Guarantor Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "F" for the Remaining Premises.
Appears in 2 contracts
Samples: Lease Agreement (Corporate Property Associates 15 Inc), Lease Agreement (Corporate Property Associates 15 Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord and Lender written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of any one or more a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the foregoing events, Leased Premises.
(c) If Landlord shall reject such offer to purchase the Administrative Agent shall undertake to provide the Guarantor with Leased Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination; providedtermination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, -------- however(ii) Tenant shall promptly vacate and shall have no further right, that title or interest in or to any of the Administrative Agent's failure Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to provide the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its right, title and interest, if any, in and to the Net Award.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such notice offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall ------- not affect pay to Landlord (or Lender if the Mortgage requires or permits Lender to so require) the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant its entire interest in any manner and to the effectiveness of such terminationNet Award, all in accordance with Paragraph 20.
Appears in 2 contracts
Samples: Lease Agreement (Etec Systems Inc), Lease Agreement (Etec Systems Inc)
Termination Events. Should (a) In the event of a breach of a material term of (x) this Agreement become effective ------------------ pursuant to by Change Your Life or the provisions Xxxxxxx Group (y) of Section 8 hereof, the Administrative Agent, upon the affirmative votes Sections 3.3 and 8.5 of the Required BanksContribution and Exchange Agreement by and among Change Your Life, may terminate any GHS, Inc. and certain of the stockholders of GHS, Inc. or (z) of the obligations or acknowledgments of GHS, Inc. to Xxxxxxx under that certain letter agreement dated April 23, 1999 regarding reimbursement of expenses, the Administrative Agent non-breaching party may terminate this Agreement provided that it has given the breaching party written notice of such breach and the Banks under this Agreement (including, without limitation, those with respect to breaching party has not within the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five 45 business days of the date receipt of such notice, corrected such breach if it is due;capable of correction, provided however, that if the breaching party believes the breach is incapable of being cured, said question shall be referred to arbitration under the terms of Section 13.5. In the event the arbitration concludes that the breach was curable but was not cured, then the Agreement shall terminate upon such finding and the breaching party may be found liable for damages in the arbitration. If, however, the arbitration finds that the breach was not capable of being cured, then damages may be assessed against the breaching party, but the Agreement will not terminate unless the same breach occurs again, in which case, notwithstanding the fact that the subsequent breach is incapable of being cured, the Agreement will terminate.
(ib) A Cash Collateral Pledgor The Xxxxxxx Group shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected right to terminate this Agreement upon providing written notice to Change Your Life if Change Your Life:
(i) becomes insolvent or unable to pay its debts as they mature or makes an assignment for the occurrence benefit of its creditors; (ii) is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; (iii) becomes the subject of any one involuntary petition in bankruptcy or more any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of the foregoing eventscreditors, the Administrative Agent shall undertake to provide the Guarantor with written notice if such petition or proceeding is not dismissed within sixty (60) days of such terminationfiling; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationor (iv) is liquidated or dissolved.
Appears in 2 contracts
Samples: Content Provider Agreement (Dreamlife Inc), Content Provider Agreement (GHS Inc)
Termination Events. Should This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement become because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(e) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes clauses 3.4 and 3.7 of the Required BanksScheme Document) ceases to be true and correct or is found to be misleading, may untrue or incorrect, then the Seller shall have the right to terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(i) A Cash Collateral Pledgor shall have failed timely subject to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Clause 15, in each case within 5 days of the date it is due; or (ii) event that the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor Purchaser (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred new entity formed as a result of any events of default under the Existing Guaranty arising from the incorporation change in Control of the covenants from Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other credit agreementconditions specified herein, then the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, Seller shall have elected the right to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, 30 (thirty) days to the Purchaser;
(j) in the event that the Administrative Agent's failure Specified End Use Plant ceases to provide such remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall ------- not affect be entitled to terminate this Agreement for any reason whatsoever, by giving a prior written notice of 3 (three) months to the Seller;
(l) pursuant to Clause 2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3; and/ or
(m) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Verification Agency, is less than 4,200 tonnes per annum, this Agreement shall stand terminated without requirement of any manner further actions in this regard by the effectiveness of such terminationParties.
Appears in 2 contracts
Termination Events. Should this This Amended Agreement become effective ------------------ pursuant may be terminated prior to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;Initial Closing:
(i) A Cash Collateral Pledgor shall have failed timely to deposit with by the D&O Cash Collateral Agent: mutual written consent of the parties;
(Aii) by the DecemberPurchaser, 2000 Cash Collateral Deposit, (B) if any C-T Borrower Cash Collateral Deposit, (C) any other amount required condition set forth in Article VII hereof to be deposited performed by the Company or FOHP-NJ has not been satisfied or waived by the Purchaser on or before the Initial Closing or if there has been a material breach on or before the Initial Closing of any of the representations and warranties of the Company or FOHP-NJ (as such representations and warranties may be amended by this Section 11.1(a)(ii)) or covenants contained in this Amended Agreement, except that the execution and delivery of this Amended Agreement (and the execution and delivery of all exhibits hereto) shall not be deemed to constitute a breach of any such representation, warranty or covenant; provided, however, that the Purchaser shall, during the 20-day period following receipt of any written update furnished by the Company to the Purchaser pursuant to Section 5 4.6 hereof, with respect to Material Contracts similar to those described in Section 2.10 hereof (including pursuant and entered into in the ordinary course of business subsequent to its incorporation the date hereof, and any changes in representations and warranties of the provisions of Article II of the Appendix), in each case within 5 days of Company relating to regulatory compliance resulting from regulatory action occurring after the date hereof, consider in good faith whether it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest will ultimately in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant any case be willing to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of proceed with the transactions contemplated by this Amended Agreement in light of the information provided in such written update, in which case the Purchaser may inform the Company in writing that such written update is not satisfactory. In the event of written notice from the Purchaser that the written update is not satisfactory and the failure by the Company to cure such written update to the Purchaser's satisfaction within two business days after such delivery of written notice, this Amended Agreement shall terminate. The failure of the Purchaser to notify the Company within such 20-day period shall be deemed to constitute acceptance by the Purchaser of a modification to this Amended Agreement;
(5iii) The Plan, having substantially by the same material terms as Company if any condition set forth on Schedule III hereto, shall in Article VIII hereof to be performed by the Purchaser has not be in place been satisfied or waived by the Company on or before December 31, 2000, or, the Initial Closing or if in place there has been a material breach on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default Initial Closing of any of its obligations hereunder the Purchaser's representations or warranties (as such representations and such default shall be continuing for a period of thirty (30warranties may have been amended in accordance with Section 11.1(a)(iii) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate hereof) or covenants contained in this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such terminationAmended Agreement; provided, -------- however, that the Administrative Agent's failure Company shall, during the 20-day period following receipt of any written update furnished by the Purchaser to provide such notice shall ------- not affect the Company pursuant to Section 5.5 hereof, consider in good faith whether it will ultimately in any manner case be willing to proceed with the effectiveness transactions contemplated by this Amended Agreement in light of the information provided in such terminationwritten update, in which case the Company shall inform the Purchaser in writing that such written update is not satisfactory. In the event of written notice from the Company that the written update is not satisfactory and the failure by the Purchaser to cure such written update to the Company's satisfaction within two business days after such delivery of written notice, this Amended Agreement shall terminate. The failure of the Company to notify the Purchaser within such 20-day period shall be deemed to constitute acceptance by the Company of a modification to this Amended Agreement; or
(iv) by either party if the Initial Closing shall not have occurred before July 31, 1997.
Appears in 1 contract
Samples: Securities Purchase Agreement (Health Systems International Inc)
Termination Events. Should Subject to Clause 17.1, this Agreement become effective ------------------ pursuant may be terminated in the following events and in the manner specified hereunder:
17.2.1 in the event that the Affected Party is rendered wholly or partially unable to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the perform its obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of ninety (including90) days in any continuous period of one hundred and eighty (180) days, without limitationand in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least ninety (90) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or ninety (90) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
17.2.2 in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than thirty (30) days to the Seller;
17.2.3 in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Execution Date, the Seller shall within seven (7) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the Commitment and the No Default Acknowledgment), if any subject matter of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofreview, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after from the date of the above-mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice by the Administrative Agent of thirty (30) days being given in writing to the Guarantor. Where other Party without any obligation/liability whatsoever;
17.2.4 in the Administrative Agentevent that the Level of Delivery falls below thirty percent (30%) or the Level of Lifting falls below thirty percent (30%), upon the affirmative votes of Purchaser or the Required BanksSeller, as the case may be, shall have elected the right to terminate this Agreement upon after providing the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor other Party with prior written notice of not less than thirty (30) days. However, such terminationnotice is to be issued within sixty (60) days of the end of the relevant Year; provided, -------- however, provided that the Administrative Agent's failure Seller shall not have a right to provide terminate the Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below thirty percent (30%) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; and in the event the Level of Lifting falls below thirty percent (30%) and this Agreement is liable for termination, the Purchaser can keep the Agreement alive by paying applicable Penalty as calculated in terms of Clause 6.6 or Performance Security/Additional Pefromance Security, if applicable/ security deposit amount whichever is higher. The Purchaser shall have to request the Seller within thirty (30) days of completion of the relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The Agreement shall be revived after receipt of the requisite penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either Party during the dormant period of the Agreement.
17.2.5 subject to Clause 6.3 , in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
17.2.6 in the event of invocation of the Performance Security and additional performance security, if applicable or suspension of Coal supplies pursuant to Clause 15, the Seller shall have the right to terminate this Agreement by providing prior written notice of thirty (30) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security and additional performance security, if applicable within the aforesaid notice period of thirty (30) days;
17.2.7 in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within sixty (60) days, the other Party shall ------- be entitled to terminate this Agreement by giving prior written notice of thirty (30) days to first Party;
17.2.8 in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not affect otherwise specified under this Clause 17.2 or of any term or provision of the RFP and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of ninety (90) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said ninety (90) day period;
17.2.9 In case the Purchaser fails to submit the CCO Certificate in accordance with the Clause
6.2.1 then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Purchaser.
17.2.10 in the event that the information contained in any manner of the effectiveness documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the RFP (including information or documentation provided pursuant to the provisions to the RFP) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of such termination.thirty (30) days to the Purchaser;
17.2.11 Subject to Clause 21.11, in the event that the Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of thirty (30) days to the Purchaser; 17.2.12 pursuant to Clause 21.11;
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord and Lender written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of any one or more a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the foregoing events, Leased Premises.
(c) If Landlord shall reject such offer to purchase the Administrative Agent shall undertake to provide the Guarantor with Leased Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent 38 Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination; providedtermination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, -------- however(ii) Tenant shall promptly vacate and shall have no further right, that title or interest in or to any of the Administrative Agent's failure Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to provide the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its right, title and interest, if any, in and to the Net Award.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such notice offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall ------- not affect pay to Landlord (or Lender if the Mortgage requires or permits Lender to so require) the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant its entire interest in any manner and to the effectiveness of such terminationNet Award, all in accordance with Paragraph 20.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a right to terminate the Agreement pursuant to this sub- clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the required penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either parties during the dormant period of the FSA
(e) subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes clause 3.4 and clause 3.5.4 of the Required BanksScheme Document) ceases to be true and correct or is found to be misleading, may untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(j) subject to Clause 21.11, in the event that the Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the obligations Eligibility Conditions or acknowledgments of any other conditions specified herein, then the Administrative Agent and Seller shall have the Banks under right to terminate this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(ik) A Cash Collateral Pledgor in the event that the Specified End Use Plant ceases to remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have failed timely the right to deposit with terminate this Agreement by giving prior written notice of 30 (thirty) days to the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral DepositsPurchaser;
(3l) Any "Event In case any member of Default" under Section 5.01 of a Consortium breaches the Appendix (as incorporated herein pursuant Joint Bidding Agreement executed by the parties to Section 7 hereof) shall occur and be continuingthe Consortium or prematurely exits the Agreement;
(4m) There shall have been entered In case any final judgment, or injunction, or other order by member of the Consortium breaches of any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability provision of this Agreement, then the Existing GuarantySeller shall be entitled to terminate the Agreement.
(n) The Fuel Supply Agreement(FSA), executed thereof, shall be valid for the entire tenure of the agreement. Any premature exit by the Consumer/Buyer except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and Clause 21.11 or any other applicable clause.
(a) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the CIHC Guaranty, or Agreement shall stand terminated without requirement of any of further actions in this regard by the other documents contemplated by this Agreement, or any of the transactions contemplated by this AgreementParties;
(5b) The PlanIn case the Purchaser fails to submit the CCO Certificate in accordance with the Clause 5.2(a), having substantially then the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently Seller shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected right to terminate this the Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, that 15 (fifteen) days to the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness Purchaser.
(c) In case of such termination.non fulfilment of conditions precedent as per Clause 2.4;
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should this This Agreement become effective ------------------ pursuant may be terminated, without liability to the provisions of Section 8 hereof, the Administrative AgentParty terminating:
(a) By either Party, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]' Notice to the Commitment and other, at any time upon or after the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall Parties cease to be continuing (each, a "Termination Event)": -----------------Affiliates.
(1b) The Guarantor shall have failed By a Party, immediately upon Notice to have paid the Commitment Feeother Party, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;if:
(i) A Cash Collateral Pledgor shall have failed timely that other Party makes a general assignment of all or substantially all of its assets for the benefit of its creditors;
(ii) that other Party applies for, consents to, or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets;
(iii) that other Party files, or consents to deposit with or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or
(iv) a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other Party and is not dismissed within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after it was filed.
(c) By a Party, immediately upon Notice to the D&O Cash Collateral Agent: other Party, if that other Party's material breach of this Agreement continues uncured or uncorrected for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after both the nature of that breach and the necessary cure or correction has been agreed upon by the Parties or otherwise determined by the Dispute Resolution Procedure. But if:
(Ai) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date Parties agree or it is duedetermined by the Dispute Resolution Procedure that the material breach is not capable of being cured or corrected, the termination shall be effective immediately upon Notice, without any cure period; or or
(ii) the Collateral Agent breaching Party (A) reasonably requires longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- such as when the applicable Service Subcontract permits the Subcontractor longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- and (B) Notifies the non-breaching Party of the circumstances, then the cure period shall not have an exclusivebe extended for the reasonable time so required, perfected first security interest so long as during that time the breaching Party diligently acts to effect that cure or correction; provided, however, that in no event shall this SECTION 10.1(c)(ii) apply to TCY's obligation to make payments to Sabre under this Agreement. A non-breaching Party's exercise of the Cash Collateral Deposits;remedy described in this SECTION 10.1(c) shall be conditioned upon its giving a Breach Notice to the other Party.
(3d) Any "Event of Default" under Section 5.01 of By Sabre, immediately upon Notice to TCY, if TCY has not paid the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgmentamount described in a Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after that Nonpayment Notice was given. A Party may not terminate this Agreement if the event or circumstance described above in this SECTION 10.1, or injunctionupon which that Party would rely in so terminating, or other order was caused by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability that Party's breach of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.
Appears in 1 contract
Samples: Administrative Services Agreement (Travelocity Com Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to The Guarantor (or the provisions of Section 8 hereof, Cash Manager on its behalf):
(a) may (with the Administrative Agent, upon the affirmative votes prior written consent of the Required BanksBond Trustee, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, which consent shall not be in place on or before December 31, 2000, or, if in place on or before withheld unless the Bond Trustee determines that date, subsequently shall have been modified in a manner the termination of this Agreement would be materially adverse prejudicial to the interests of the Administrative Agent Covered Bondholders) terminate this Agreement in the event that the matters specified in paragraph (i), (vi) or (vii) below occur;
(b) will (with the prior written consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders), and the Banks Bond Trustee may in such circumstances, terminate this Agreement in the event that any of the matters specified in paragraphs (iii) to (v) (inclusive) below occur; and
(c) in the event that any of the matters specified in paragraph (ii) below occur, the Guarantor will (or rescinded will cause the Cash Manager to) take the actions described in Section 7.6 and the Guarantor will terminate this Agreement, in each case by serving a written notice of termination on the Standby Account Bank in accordance with Article 12 (Notices) (such termination to be effective three Business Days following service of such notice and, in the case of (c), no later than five Business Days following the occurrence of any of the matters specified therein) which will direct the Standby Account Bank to transfer all funds held in the Guarantor Accounts to replacement accounts under the terms of a new bank account agreement (the “New Standby Bank Account Agreement”) and a new guaranteed deposit account contract (the “New Standby GDA Agreement”) to be entered into by the parties hereto (excluding the Standby Account Bank) substantially on the same terms as this Agreement and the Standby GDA Agreement, respectively, in any of the following circumstances:
(i) if a deduction or withholding for or on account of any taxes is imposed, or it appears likely that such a deduction or withholding will be imposed, in respect of the interest payable on any Guarantor Account;
(ii) if one or more Rating Agencies downgrades the rating of the unsecured, unsubordinated and unguaranteed debt obligations of the Standby Account Bank or the Standby Account Bank’s issuer default rating, as applicable, below the Standby Account Bank Required Ratings;
(iii) if the Standby Account Bank, otherwise than for the purposes of the amalgamation or reconstruction as is referred to in paragraph (iv) below, ceases or, through an authorized action of the board of directors of the Standby Account Bank, threatens to cease to carry on all or substantially all of its business or the Standby Account Bank;
(iv) if an order is made or an effective resolution is passed for the winding-up of the Standby Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation or reconstruction the terms of which have previously been approved in writing by the Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or enjoined or prohibited by a final judgement entered by any courtdelayed);
(6v) Any Event if proceedings are initiated against the Standby Account Bank under any applicable liquidation, insolvency, bankruptcy, sequestration, composition, reorganisation (other than a reorganisation where the Standby Account Bank is solvent) or other similar laws (including, but not limited to, presentation of Default a petition for an administration order) and (except in the case of presentation of petition for an administration order) such proceedings are not, in the reasonable opinion of the Guarantor, being disputed in good faith with a reasonable prospect of success or an administration order is granted or an administrative receiver or other receiver, liquidator, trustee in sequestration or other similar official is appointed in relation to the Standby Account Bank or in relation to the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or an encumbrancer takes possession of the whole or any substantial part of the undertaking or assets of the Standby Account Bank, or a distress, execution or diligence or other process is levied or enforced upon or sued out against the whole or any substantial part of the undertaking or assets of the Standby Account Bank and such possession or process (as the case may be) is not discharged or otherwise ceases to apply within 30 days of its commencement, or the Standby Account Bank initiates or consents to judicial proceedings relating to itself under applicable liquidation, insolvency, bankruptcy, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of its creditors generally;
(vi) default is made by the Standby Account Bank in the performance or observance of any of its covenants and obligations, or a breach by the Standby Account Bank is made of any of its representations and warranties, respectively, under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g), 8.1(h) or 8.1(i); or
(vii) if the Standby Account Bank materially breaches its other obligations under this Agreement or the Standby Guaranteed Deposit Account Contract, provided that the Rating Agency Condition has been satisfied with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery termination of this Agreement, the Administrative Agent and the Banks accept Agreement following such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationbreach.
Appears in 1 contract
Samples: Standby Bank Account Agreement (Bank of Nova Scotia /)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's exercise of its option to terminate this Agreement upon Lease (a "Termination Notice") in the occurrence form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 14 Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If (i) all of any Related Premises shall be taken by a Condemnation or (ii) any substantial portion of any Related Premises shall be taken by a Condemnation or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereofRelated Premises so taken or damaged, the Administrative Agent, upon the affirmative votes (any one or all of the Required Banks, may terminate any Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "Termination Notice") of the Required Banks, shall have elected Tenant's option (A) to terminate this Agreement Lease as to the Affected Premises in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease as to the Affected Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Property (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount, less any credit of the Net Award received and retained by Landlord or Lender and allowed against the Relevant Amount, and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "F" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Applied Bioscience International Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of any one or more a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the foregoing events, Leased Premises.
(c) If Landlord shall reject such offer to purchase the Administrative Agent shall undertake to provide the Guarantor with Leased Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination; providedtermination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, -------- however(ii) Tenant shall promptly vacate and shall have no further right, that title or interest in or to any of the Administrative Agent's failure Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to provide the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its right, title and interest, if any, in and to the Net Award.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such notice offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall ------- not affect pay to Landlord (or Lender if the Mortgage requires or permits Lender to so require) the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant its entire interest in any manner and to the effectiveness of such terminationNet Award, all in accordance with Paragraph 20.
Appears in 1 contract
Samples: Lease Agreement (Etec Systems Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor the entire Leased Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) a Material Taking occurs, or (iii) during the Collateral Agent shall last two (2) years of the Term or the last two (2) years of any Renewal Term, a Material Casualty occurs (which was not have an exclusivecaused by Tenant, perfected first security interest its Affiliates or their respective agents, contractors or employees) and, in such case, Tenant certifies and covenants in good faith to Landlord that it is unable to conduct its operations at the Leased Premises as a result (each of the events described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) or (iii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon Lease (a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the occurrence Leased Premises in accordance with Paragraph 17 (Casualty and Condemnation) and Paragraph 19 (Restoration).
(b) A Termination Notice shall contain (i) notice of any one or more Tenant’s intention to terminate this Lease effective as of the foregoing eventsdate of Condemnation or Casualty (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the full Net Award, and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii) or (iii), the Administrative Agent certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) This Lease shall undertake terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to provide the Guarantor Termination Date (collectively, “Remaining Obligations”) on the Termination Date, then upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Remaining Obligations and the Surviving Obligations, (ii) Tenant shall vacate the Leased Premises in accordance with written notice this Lease on or before the Termination Date, and thereafter, Tenant shall have no further right, title or interest in or to any of such termination; providedthe Leased Premises, -------- however(iii) Rent shall be prorated as of the Termination Date, that and (iv) the Administrative Agent's failure to provide such notice Net Award shall ------- not affect in any manner the effectiveness of such terminationbe retained by Landlord.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lincoln Educational Services Corp)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent Executive’s employment hereunder and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if Term may be terminated at any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
time (i) A Cash Collateral Pledgor by Xxxxxxx-Xxxxxxxx with Cause (as defined herein), (ii) by Xxxxxxx-Xxxxxxxx without Cause on 30 days written notice to Executive, (iii) by Xxxxxxx-Xxxxxxxx due to Executive’s Disability (as defined herein) on 30 days written notice to Executive, (iv) by Executive for Good Reason (as defined herein), (v) by Executive without Good Reason on 30 days written notice to Xxxxxxx-Xxxxxxxx (which notice may be waived by Xxxxxxx-Xxxxxxxx in its discretion, in which case, such termination shall have failed timely be effective immediately upon Xxxxxxx-Xxxxxxxx’ receipt of notice from Executive), or (vi) without action by Xxxxxxx-Xxxxxxxx, Executive or any other person or entity, immediately upon Executive’s death. If Executive’s employment is terminated for any reason under this Section 6, Xxxxxxx-Xxxxxxxx shall be obligated to deposit pay or provide Executive (or his estate, as applicable) in a lump sum within 30 days following such termination, or at such time prescribed by any applicable plan: (i) any base salary payable to Executive pursuant to this Agreement, accrued up to and including the Date of Termination, (ii) any employee benefits and annual bonus compensation to which Executive is entitled, and has been determined to be due and payable by the Company’s Board of Directors (or a committee thereof), upon termination of his employment with Xxxxxxx-Xxxxxxxx in accordance with the D&O Cash Collateral Agent: (A) terms and conditions of the December, 2000 Cash Collateral Depositapplicable plans of Xxxxxxx-Xxxxxxxx, (Biii) reimbursement of any C-T Borrower Cash Collateral Deposit, (C) any other amount required unreimbursed business expenses incurred by Executive prior to be deposited his Date of Termination pursuant to Section 5 hereof hereof, and (including pursuant to its incorporation iv) payment for accrued but unused vacation time as of the provisions Date of Article II of the Appendix)Termination, in each case within 5 days of the date it is due; or accordance with Xxxxxxx-Xxxxxxxx’ vacation policy (ii(i)-(iv) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreementcollectively, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court“Accrued Amounts”);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case. Tenant certifies and convenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereofRelated Premises, the Administrative Agent, upon the affirmative votes (any one or all of the Required Banks, may terminate any Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent and the Banks under this Agreement above clauses (including, without limitation, those with respect i)and (ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), then (x) in each the case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusiveabove, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by (a "Termination Notice") in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement upon Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give landlord a Termination Notice, then Tenant shall rebuild or repair the Affected Premises in accordance with Paragraphs 17 and 19. Notwithstanding any of the foregoing to the contrary, in the event that (i) the Affected Premises is either the 390 Lafayette Factory Premises or the 00 Xxxxxxx Xxxxx Premises, and (ii) the Leased Premises shall not have been converted to a condominium form of ownership prior to the occurrence of any one the Termination Event, then upon delivery of a Termination Notice to Landlord, Tenant shall be deemed to have irrevocably waived its rights hereunder to develop (or more request Landlord to develop) the Excess Land and/or convert the Leased Premises to a condominium form of ownership as contemplated and provided for in Paragraphs 35 through 38 herein. In the event that (i) Tenant shall deliver to Landlord a Termination Notice, (ii) the Affected Premises is either the 390 Lafayette Factory Premises or the 00 Xxxxxxx Xxxxx Premises, and (iii) the Leased Premises has been converted to a condominium prior to the occurrence of the foregoing eventsTermination Event, then, at Landlord's option, Landlord may either (i) accept such Termination Notice (subject to the requirements provided herein), or (ii) require that Tenant rescind such Termination Notice, in which event Tenant shall
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall undertake commence to provide determine Fair Market Value. In the Guarantor with event that (i) the Affected Premises is either the 390 Lafayelte Factory Premises or the 00 Xxxxxxx Xxxxx Premies, and (ii) the Leased Premises shall not have been converted to a condominium form of ownership prior to the occurrence of the Termination Event, in addition to the foregoing, the Termination Notice shall contain an express irrevocable waiver by Tenant of its rights hereunder to develop (or request landlord to develop) the Excess Land and/or convert the Leased Premises to a condominium form of ownership as contemplated and provided for in Paragraphs 35 through 38 herein.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection") which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such terminationtermination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount; provided that, both Tenant and Landlord expressly acknowledge and agree that no acceptance or deemed acceptance by Landlord of an irrevocable offer of Tenant to pay a Termination Amount shall be binding or effective upon Landlord or Lender unless the prior written consent of Lender shall have been obtained in the event (i) the Termination Amount is less than the "allocated loan amount" for such Related Premises established by Lender in connection with the Loan, or (ii) Lender's consent to Landlord's acceptance is otherwise required under the Mortgage. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "F" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor the entire Leased Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of the Collateral Agent Leased Premises shall not have an exclusivebe taken by a Taking or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, perfected first security interest in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the events described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreovershall hereinafter be referred to as a "TERMINATION EVENT"), for then (x) in the purposes case of determining whether (i) above, Tenant shall be obligated, within ninety (90) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within ninety (90) days after Tenant receives a Condemnation Notice or ninety (90) days after the Casualty, as the case may be, to give to Landlord written notice in the form described in Paragraph 18(b) of the Tenant's election to terminate this Lease (a "TERMINATION NOTICE"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event has occurred as is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a result of any events of default under the Existing Guaranty arising from the incorporation certified resolution of the covenants from any other credit agreementBoard of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the covenants set forth in the Appendix shall control;Fair Market Value.
(8) Any event c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "REJECTION"), which Rejection shall contain the written consent of default under Lender to Landlord's rejection of Tenant's offer to pay the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of Termination Amount, not later than thirty (30) days after written notice by following the Administrative Agent Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the GuarantorTermination Date (collectively, "REMAINING OBLIGATIONS") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Where the Administrative AgentUpon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, upon the affirmative votes (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Required BanksLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have elected received a Rejection and, on the date when this Lease would otherwise terminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate this Agreement upon shall be automatically extended to the occurrence of any one or more first Basic Rent Payment Date after the receipt by Landlord of the foregoing eventsfull amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the Administrative Agent date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall undertake have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to provide have accepted such offer from Tenant to pay the Guarantor Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Foster Wheeler LTD)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes (a) If all or substantially all of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise Leased Premises shall be continuing (eachtaken by a Condemnation, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofTenant shall, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after Tenant receives a Condemnation Notice, give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon the occurrence of Lease (a “Termination Notice”).
(b) If any one or more portion of the foregoing eventsLeased Premises shall be subject to a Condemnation and has rendered the Leased Premises inaccessible, unavailable for use, or unsuitable for restoration for continued use and occupancy in Tenant’s business, as determined by a certified structural engineer retained by Tenant and reasonably acceptable to Landlord, Tenant shall have the option of (i) restoring the Leased Premises, to the extent practicable, using the Net Award payable in connection with such Condemnation in accordance with the conditions and requirements set forth in this Lease, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) thirty (30) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after Tenant receives such Condemnation Notice. If Tenant elects not to deliver a Termination Notice, then Tenant shall restore the Leased Premises, to the extent practicable, in accordance with Paragraphs 17 and 19.
(c) If a Casualty occurs with respect to the Leased Premises which shall be determined by a certified structural engineer retained by Tenant and reasonably acceptable to Landlord to be a loss so substantial that restoration or rebuilding for any Permitted Use under Paragraph 4(a) would either take more than two hundred seventy (270) days or be economically infeasible, Tenant shall have option of (i) restoring, rebuilding or repairing the Leased Premises, using the Net Award payable in connection with such Casualty in accordance with the conditions and requirements set forth in this Lease, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) thirty (30) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after the date of such Casualty.
(d) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the date on which Landlord receives the Net Award (the “Termination Date”), and (ii) a binding and irrevocable commitment of Tenant to pay the Termination Amount on the Termination Date.
(e) If Tenant delivers a Termination Notice to Landlord, this Lease shall terminate on the Termination Date; provided that if an Event of Default has occurred and is continuing as of the Termination Date specified in Tenant’s Termination Notice, this Lease shall remain in full force and effect and the Termination Date shall be extended until such Event of Default has been cured by Tenant or waived by Landlord. On the Termination Date, (i) Tenant shall pay to Landlord the Termination Amount and all Monetary Obligations due on or prior to the Termination Date (collectively, “Remaining Obligations”), (ii) all other obligations of Tenant under this Lease shall terminate except for any Surviving Obligations, (iii) Tenant shall immediately vacate and shall have no further right, title or interest in or to the Leased Premises, and (iv) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if on the Termination Date, Tenant has not satisfied all Remaining Obligations, then Landlord may, at its option, extend the Termination Date to the date on which Tenant has satisfied all such Remaining Obligations.
(f) If Condemnation and/or Casualty occurs only at the Improved Parcel or the Vacant Parcel, as applicable, the Administrative Agent terms, requirements and conditions of Paragraph 17 and Paragraph 18 of this Lease shall undertake apply only to provide the Guarantor parcel subject to the Condemnation and/or Casualty, as applicable. If Tenant delivers a Termination Notice with written notice respect to the Vacant Parcel, this Lease shall continue, without modification, with respect to the Improved Parcel upon all the terms and conditions set forth in this Lease and, for purposes of such termination; providedclarity, -------- howeverTenant agrees that there shall be no reduction or change in the Basic Rent upon any termination of this Lease with respect to the Vacant Parcel. If Tenant delivers a Termination Notice with respect to the Improved Parcel, that (x) Tenant shall be required to deliver a Termination Notice with respect to the Administrative Agent's failure Vacant Parcel, (y) the Termination Date for the Vacant Parcel shall be the same date as the Termination Date for the Improved Parcel, and (z) all other terms and conditions related to provide such notice the termination of this Lease with respect to the Vacant Parcel (including payment of the Termination Amount on the Termination Date) shall ------- not affect be as otherwise provided in any manner the effectiveness of such terminationthis Paragraph 18.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor the entire Leased Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: be taken by a Taking (Aa “Total Taking”) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) any substantial portion of the Collateral Agent Leased Premises shall be taken by a Taking or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and Tenant has determined in good faith that the repair or restoration of the Building or the Leased Premises in a manner suitable for the continued operation of the business of Tenant (or its Affiliates) at the Leased Premises is not have an exclusiveeconomically practicable (a “Termination Trigger Event”) (each of a Total Taking or a Termination Trigger Event shall hereinafter be referred to as a “Termination Event”), perfected first security interest then (x) in the Cash Collateral Deposits;
case of a Total Taking, Tenant shall be obligated, within one hundred twenty (3120) Any "Event days after Tenant receives a Condemnation Notice and (y) in the case of Default" under Section 5.01 a Termination Trigger Event, Tenant shall have the option, within one hundred twenty (120) days after Tenant receives a Condemnation Notice or one hundred twenty (120) days after the Casualty, as the case may be, to give to Landlord written notice in the form described in Paragraph 18(b) of the Appendix Tenant’s election to terminate this Lease (as incorporated herein pursuant a “Termination Notice”). If Tenant elects under clause (y) above not to Section 7 hereofgive Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19. Notwithstanding the foregoing, (x) Tenant shall occur and only be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or entitled to exercise any of the foregoing rights to terminate this Lease and/or to deliver a Termination Notice upon the occurrence of a Termination Trigger Event if (1) the terms of Severance Lease and/or the Condominium Declaration do not require the Condominium and/or Leased Premises to be rebuilt, and (2) Tenant and each of the other documents contemplated leasehold condominium unit owners under the Declaration actually exercise their collective right to purchase the Condominium and terminate their respective severance leases in accordance with the terms of the Severance Lease and the Condominium Documents.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Termination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Option Price and (iii) in the case of a Termination Trigger Event a certification of Tenant to the effect of the facts set forth in clause (i) of Paragraph 18(a) above and (iv) a certified resolution of the Board of Directors or Board of Managers, as the case may be, of Tenant authorizing the termination of the Lease pursuant to the terms of this Paragraph 18.
(c) Only with respect to any Termination Notice received after the Option Lapse Date, Landlord may reject such offer by Tenant to pay to Landlord the Option Price pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”). Unless Tenant shall have received a Rejection not later than the forty-fifth (45th) day following the date the Termination Notice is given to Landlord, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Option Price and the provisions of Paragraph 18(e) below shall apply. Any Rejection shall advise Tenant as to whether Landlord requires that Tenant rebuild the Leased Premises and to continue this AgreementLease (a “Rebuild Demand”) or that Landlord elects to reject Tenant’s offer to pay the Option Price and to terminate this Lease as provided in Paragraph 18(d) below. In the case of a Termination Trigger Event occurring after the Option Lapse Date, if Landlord’s Rejection shall require Tenant to rebuild the Leased Premises, then, if at the time in question Tenant has the ability through voting control of the Condominium Board, as-of-right under the Governing Documents or otherwise, to direct the determination as to whether or not the Building and/or the Leased Premises, as the case may be, shall be restored or rebuilt, Tenant shall take such affirmative actions as are necessary or appropriate (including casting all affirmative votes required) to cause same to be rebuilt and restored and Tenant shall not be entitled to Terminate this Lease under this Paragraph 18. Notwithstanding anything to the contrary contained herein, if a Termination Trigger Event occurs at any time during the last two (2) Lease Years of the initial fifteen (15) year Term or during last two (2) Lease Years of any Renewal Term, then Landlord’s Rejection shall not be permitted to be a Rebuild Demand, and Landlord’s only options shall be to either accept Tenant’s offer to Terminate the Lease and pay the Option Price or to reject such offer and terminate this Lease as provided in Paragraph 18(d) below.
(d) If a Rejection sets forth Landlord’s election to reject Tenant’s offer to pay the Option Price but not to rebuild and instead to terminate this Lease, then such Rejection shall contain the written consent of Lender to such Rejection. In such event, this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, “Remaining Obligations”) on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations; provided that, notwithstanding the foregoing, if Tenant has satisfied all Monetary Obligations Landlord shall not be entitled to so extend the termination date as aforesaid if Guarantor provides an indemnification, defense and hold harmless agreement reasonably satisfactory to Landlord from and against such other obligations and liabilities of Tenant under the Lease. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the transactions contemplated Leased Premises and (iii) the Net Award shall be retained by this Agreement;Landlord.
(5e) The PlanOn the Termination Date, having substantially (unless a Rejection is permitted and is delivered by Landlord) Tenant shall pay to Landlord the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, orOption Price and all Remaining Obligations, if in place on or before that dateany, subsequently and, if requested by Tenant, Landlord shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by convey to Tenant or its termsdesignee the Leased Premises or the remaining portion thereof, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix andif any, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth pay to or assign to Tenant or its designee Landlord’s entire interest in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative AgentNet Award, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (New York Times Co)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate 10.1 At any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether time after a Termination Event has occurred as occurred, the Funder may give written notice to the Claimant exercising its rights under this clause. Notification of a result Termination Event will not preclude notice of a different Termination Event at any events time, including after conclusion of default the Claim (for example, but without limitation, if it transpires that material information has been withheld from the Funder in breach of this Agreement).
10.2 Upon delivery of a notice of exercise under this clause, without prejudice to any other rights the Funder may have under the Existing Guaranty arising Transaction Documents or by law:
10.2.1 the Claimant shall, within 20 business days, put in place alternative arrangements to discharge any order for security for costs that has been satisfied by the Funder;
10.2.2 the Funder will be released from all further obligations under the incorporation Transaction Documents other than its obligation to maintain confidentiality and privilege in respect of Confidential Information;
10.2.3 if a Termination Event is notified under sub-clause (b) of that definition the covenants from Claimant will, within 10 business days, repay to the Funder the Outstanding Principal Amount plus interest at the Funder’s reasonably anticipated return on equity as at the date of signing, which is [***]% per annum;
10.2.4 the Claimant will (and will procure, that the Solicitor will) promptly return to the Funder any other credit agreement, moneys advanced under the covenants set forth Funding Agreement that remain in the Appendix shall control;Solicitor’s client account or otherwise unspent; and
(8) Any event of default under 10.2.5 that exercise by the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of Funder will not affect any of its obligations hereunder rights under the Transaction Documents, including its right to be paid the Outstanding Principal Amount and such default shall be continuing the Profit Share (after giving credit for a period of thirty (30) days after written notice any amounts received by the Administrative Agent Funder under the immediately preceding sub-clause).
10.3 If the Termination Event is waived by the Funder or is cured during the period, if any, stipulated for that purpose in the definition of Termination Event, clause 10.2 will cease to the Guarantor. Where the Administrative Agent, upon the affirmative votes apply in respect of the Required Banksrelevant Termination Event.
10.4 No failure to exercise or any delay in exercising any right, power or remedy under a Transaction Document shall have elected operate as a waiver of such right, power or remedy or constitute an election to terminate this Agreement upon the occurrence of affirm any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationTransaction Documents.
Appears in 1 contract
Samples: Litigation Funding Agreement (Silver Bull Resources, Inc.)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation substantially all of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent Leased Premises shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited taken by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsCondemnation, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix andTenant may, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice, give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon the occurrence of any one or more Lease, and (ii) all of the foregoing eventsLeased Premises shall be taken by a Condemnation, the Administrative Agent shall undertake Tenant shall, within thirty (30) days after Tenant receives a Condemnation Notice, give to provide the Guarantor with Landlord written notice of Tenant’s election to terminate this Lease (either, a “Termination Notice”).
(b) If any portion of the Leased Premises shall be subject to a Condemnation and has rendered the Leased Premises inaccessible, unavailable for use, or unsuitable for restoration for continued use and occupancy in Tenant’s business, as determined by a certified structural engineer retained by Tenant and acceptable to Landlord, Tenant shall have the option of (i) restoring the Leased Premises, to the extent practicable, using the Net Award payable in connection with such termination; providedCondemnation, -------- however, that or (ii) delivering to Landlord a Termination Notice prior to the Administrative Agent's failure to provide such notice shall ------- not affect in any manner earlier of (x) ten (10) days after Tenant receives the effectiveness report of such terminationcertified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after Tenant receives such Condemnation Notice. If Tenant elects not to deliver a Termination Notice, then Tenant shall restore the Leased Premises, to the extent practicable, in accordance with Paragraphs 17 and 19.
(c) If a Casualty occurs with respect to the Leased Premises which shall be determined by a certified structural engineer retained by Tenant and acceptable to Landlord to be a loss so substantial that restoration or rebuilding for any Permitted Use under Paragraph 4(a) would either take more than two hundred seventy (270) days or be economically infeasible, Tenant shall have option of (i) restoring, rebuilding or repairing the Leased Premises, using the Net Award payable in connection with such Casualty, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) ten (10) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after the date of such Casualty.
(d) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the later to occur of (A) the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date, or (B) the date on which Landlord receives the Net Award (the “Termination Date”), and (ii) a binding and irrevocable commitment of Tenant to pay the Termination Amount on the Termination Date. Promptly upon Landlord’s receipt of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the Leased Premises pursuant to Paragraph 37.
(e) If Tenant delivers a Termination Notice to Landlord, this Lease shall terminate on the Termination Date; provided that if an Event of Default has occurred and is continuing as of the Termination Date specified in Tenant’s Termination Notice, this Lease shall remain in full force and effect and the Termination Date shall be extended until such Event of Default has been cured by Tenant or waived by Landlord. On the Termination Date, (i) Tenant shall pay to Landlord all the Termination Amount and all Monetary Obligations due on or prior to the Termination Date (collectively, “Remaining Obligations”), (ii) all other obligations of Tenant under this Lease shall terminate except for any Surviving Obligations, (iii) Tenant shall immediately vacate and shall have no further right, title or interest in or to the Leased Premises, and (iv) the Net Award shall be retained by Landlord.
Appears in 1 contract
Samples: Lease Agreement (Banctec Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If (i) all of either Related Premises shall be taken by a Taking or (ii) any substantial portion of either Related Premises shall be taken by a Taking or all or any substantial portion of either Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereofRelated Premises, the Administrative Agent, upon the affirmative votes (any one or all of the Required Banks, may terminate any Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within sixty (60) days after Tenant receives a Condemnation Notice or sixty (60) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "Termination Notice") of the Required Banks, shall have elected Tenant's option to terminate this Agreement upon Lease as to the occurrence Affected Premises in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of any one or more Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the date of the foregoing eventsTermination Notice (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall undertake reject such offer to provide terminate this Lease as to the Guarantor with Affected Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the date on which Landlord receives the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such terminationtermination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the date of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20, and shall assign to Tenant (or pay over to Tenant) the Net Award.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness of such terminationBasic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by the percentage set forth on Exhibit "F" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. Should (a) If either (i) a Petrobras Default occurs and is continuing and, as a result thereof, Controlling Parties representing at least 35% of the aggregate principal amount of outstanding Senior Trust Certificates declare an Acceleration Event or (ii) a Petrobras Finance Default has occurred and is continuing then, in each case, the Controlling Parties representing at least 35% of the aggregate principal amount of the outstanding Senior Trust Certificates may instruct the Trustee to notify Petrobras Finance thereof, whereupon Petrobras Finance shall notify Petrobras that this Agreement and the Master Export Contract are subject to termination, provided that this Agreement and the Master Export Contract shall be subject to termination automatically without any further action by Petrobras Finance, the Trustee or any other Person upon the occurrence of a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance, and provided further, however, that no termination of this Agreement or the Master Export Contract shall be or become effective ------------------ pursuant until such time as the Termination Payment shall have been deposited into the Purchased Receivables Account (or such replacement account therefore as the Trustee may designate).
(b) In the event that this Agreement and the Master Export Contract become subject to termination as provided in the preceding clause (a), on the next succeeding Business Day Petrobras shall pay to Petrobras Finance the Termination Payment directly into the Purchased Receivables Account. If the Trustee informs Petrobras that such Purchased Receivables Account has been replaced by another account, Petrobras shall deposit the Termination Payment into such other account as designated by the Trustee.
(c) The right of Petrobras Finance to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes payment of the Required BanksTermination Payment shall not be exclusive of any other right, may terminate any of the obligations power or acknowledgments of the Administrative Agent remedy referred to herein or now or hereinafter available to Petrobras Finance and the Banks under this Agreement Trustee at law, in equity, by statute or otherwise. Notwithstanding anything herein to the contrary (including, without limitation, those with respect to the Commitment first proviso in Section 4.02(a) above), this Agreement and the No Default Acknowledgment), if any Master Export Contract shall remain in full force and effect until the payment in full by Petrobras of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid Payment. Upon the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days payment in full of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with Termination Payment, and the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation payment in full of the provisions principal of Article II and interest on the Senior Trust Certificates and all other amounts payable as provided in Section 9.11(d) of the Appendix)Trust Deed, in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.terminate. ARTICLE V MISCELLANEOUS Section 5.01
Appears in 1 contract
Samples: Prepayment Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) above, Tenant shall be
(b) A Cash Collateral Pledgor Termination Notice shall have failed timely contain (i) notice of Tenant's intention to deposit with terminate this Lease on the D&O Cash Collateral Agent: first Basic Rent Payment Date which occurs at least sixty (A60) days after the December, 2000 Cash Collateral Deposit, Fair Market Value Date (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix"Termination Date"), in each case within 5 days of the date it is due; or (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Collateral Agent Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall not have an exclusive, perfected first security interest in commence to determine the Cash Collateral Deposits;Fair Market Value.
(3c) Any If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Event Rejection"), which Rejection shall contain the written consent of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgmentLender, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of later than thirty (30) days after written notice by following the Administrative Agent Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the GuarantorTermination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Where the Administrative AgentUpon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, upon the affirmative votes (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Required BanksLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have elected received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate this Agreement upon automatically shall be extended to the occurrence of any one or more first Basic Rent Payment Date after the receipt by Landlord of the foregoing eventsfull amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the Administrative Agent date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall undertake to provide have received a Rejection not later than the Guarantor with written notice of such termination; provided, -------- however, that thirtieth (30th) day following the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.Fair Market
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor the entire Leased Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of the Collateral Agent Leased Premises shall not have an exclusivebe taken by a Taking or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, perfected first security interest in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the events described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement"TERMINATION EVENT"), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "TERMINATION NOTICE") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date and, in such event the Termination Amount shall not be payable; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "REMAINING OBLIGATIONS") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Atrium Corp)
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be damaged or destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes Related Premises (any one or all of the Required Banks, may terminate any Related Premises described in the above clause (i) or (ii) being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's election to terminate this Agreement Lease as to the Affected Premises (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer of Tenant to pay the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date and, in such event the Termination Amount shall not be payable; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate with respect to the Guarantor Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted the offer of Tenant to pay the Termination Amount. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "G" for the Remaining Premises.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes (a) If (i) all of the Required Banks, may terminate Leased Premises shall be taken by a Taking or (ii) any substantial portion of any Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be totally damaged or acknowledgments destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Lease Premises or (iii) Landlord receives notice from Ground Lessor that Ground Lessor is exercising its right under Section 11(b) of the Administrative Agent and Railroad Ground Lease to terminate the Banks under this Agreement Ground Lease or (including, without limitation, those with respect iv) the holder of any mortgage encumbering the interest of Ground Lessor commences to foreclose or otherwise acquire the Commitment and interest of Ground Lessor in the No Default AcknowledgmentLeased Premises (each of the events described in the above clauses (i), if any of the following (ii), (iii) and (iv) shall have occurred or otherwise shall hereinafter be continuing (each, referred to as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: and (Aiii) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice or within thirty (30) days after Tenant receives a termination notice from Ground Lessor, as the case may be, and (y) in the case of (iv) above within ten (10) days after Tenant receives notice that any such holder has commenced to foreclose or otherwise acquire Ground lessor's interest in the Leased Premises, and (z) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "Termination Notice") of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least thirty (30) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to purchase the Leased Premises for a price equal to the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall promptly vacate and shall have no further right, title or more interest in or to the Leased Premises and (iii) the Net Award or payment by Ground Lessor, as the case may be, shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the foregoing eventsNet Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its right, title and interest, if any, in and to the Net Award.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord or Lender, if the Mortgage requires or permits Lender to so require, the Administrative Agent Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall undertake convey to provide Tenant or its designee the Guarantor Leased Premises or the remaining portion thereof, if any, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Del Monte Foods Co)
Termination Events. Should This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement become because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(e) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffersinsolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereofclauses3.4 and 3.5.4of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Administrative Agent, upon Seller shall have the affirmative votes of the Required Banks, may right to terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(i) A Cash Collateral Pledgor shall have failed timely subject to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Clause 15, in each case within 5 days of the date it is due; or (ii) event that the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor Purchaser (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred new entity formed as a result of any events of default under the Existing Guaranty arising from the incorporation change in Control of the covenants from Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other credit agreementconditions specified herein, then the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, Seller shall have elected the right to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, 30 (thirty) days to the Purchaser;
(j) in the event that the Administrative Agent's failure Specified End Use Plant ceases to provide such remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall ------- not affect in be entitled to terminate this Agreement for any manner reason whatsoever, by giving a prior written notice of 3 (three) months to the effectiveness of such terminationSeller; and/ or
(l) pursuant to Clause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (―Non-Affected Party‖) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year;
(e) subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving
(h) in the event that any Party (―Defaulting Party‖) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (―Non-Defaulting Party‖) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent clause 3.4 and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.clause
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Collateral Agent shall not have an exclusiveRelated Premises, perfected first security interest (any one or all of the Related Premises described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreoverabove being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a “Termination Event”), for then (x) in the purposes case of determining whether (i) above, Tenant shall be obligated, within sixty (60) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within sixty (60) days after Tenant receives a Condemnation Notice or sixty (60) days after the Casualty, as the case may be, to give to Landlord written notice (a “Termination Notice”) in the form described in Paragraph 18(b) of the Tenant’s election to terminate this Lease as to the Affected Premises.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreementNotice, the covenants set forth in the Appendix Landlord and Tenant shall control;commence to determine Fair Market Value.
(8) Any event c) If Landlord shall reject such offer to terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”), which Rejection shall contain the written consent of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of Lender, not later than thirty (30) days after written notice by following the Administrative Agent Fair Market Value Date, then this Lease shall terminate as to the GuarantorAffected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Where Upon such termination (i) all obligations of Tenant hereunder as to the Administrative AgentAffected Premises shall terminate except for any Surviving Obligations, upon the affirmative votes (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Required BanksAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have elected received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate this Agreement upon with respect to the occurrence of any one or more Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the foregoing eventsfull amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the Administrative Agent date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall undertake have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to provide have accepted such offer. If such offer is accepted by Landlord then, on the Guarantor Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with written notice Paragraph 20.
(e) In the event that (i) the Landlord enters into to a bona fide contract of sale (the “Contract of Sale”) for the purchase of the Leased Premises with a Third Party Purchaser (the “Proposed Transaction”) and (ii) consent to the Proposed Transaction from the Authority, if required pursuant to the Redevelopment Contract, cannot be obtained within a time period or in a form reasonably acceptable to Landlord or if Tenant is unable to cause the Redevelopment Contract to be terminated, then, Tenant shall purchase the Minnesota Premises from Landlord under terms identical in all material respects to the Contract of Sale, including but not limited to the purchase price, date of closing and fees due Lender. In addition, if the Minnesota Premises is transferred to the Tenant pursuant to this Paragraph 18(e) and a Prepayment Premium is due Lender as a result of such termination; provideda transfer to Tenant that would not have been due in connection with the Proposed Transaction to the Third Party Purchaser, -------- howeverthen said Prepayment Premium shall be paid by Tenant at the time of the transfer of the Minnesota Premises to Tenant. All sums due to Landlord or Lender from Tenant arising from the Purchase of the Minnesota Premises pursuant to this Paragraph 18(e) shall be defined as the “MN Required Purchase Amount.” Upon the transfer of the Minnesota Premises to the Tenant pursuant to this Paragraph 18(e), that this Lease shall be terminated as to the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationMinnesota Premises.
Appears in 1 contract
Termination Events. Should This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement become effective ------------------ because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(e) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffersinsolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereofclauses3.4 and 3.5.4of the Scheme Document) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Administrative Agent, upon Seller shall have the affirmative votes of the Required Banks, may right to terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(i) A Cash Collateral Pledgor shall have failed timely subject to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Clause 15, in each case within 5 days of the date it is due; or (ii) event that the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor Purchaser (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred new entity formed as a result of any events of default under the Existing Guaranty arising from the incorporation change in Control of the covenants from Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other credit agreementconditions specified herein, then the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, Seller shall have elected the right to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, 30 (thirty) days to the Purchaser;
(j) in the event that the Administrative Agent's failure Specified End Use Plant ceases to provide such remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall ------- not affect in be entitled to terminate this Agreement for any manner reason whatsoever, by giving a prior written notice of 3 (three) months to the effectiveness of such terminationSeller; and/ or
(l) pursuant to Clause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
Termination Events. Should The Second Lien Agent shall have the right (but not the obligation) to terminate this Agreement become effective ------------------ pursuant to on behalf of all the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), Lockup Parties if any of the following shall have occurred events occurs on or otherwise shall be continuing before the consummation of the Agreed Repayment Transaction (each, a "“Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;”):
(i) A Cash Collateral Pledgor shall have failed timely to deposit with any representation or warranty of the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required Borrowers herein proves to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), inaccurate or incorrect in each case within 5 days any material respect as of the date it is due; made or deemed made;
(ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral DepositsBorrowers breach any obligation under Section 3 above;
(3iii) Any "any “Event of Default" ” (as defined in each Credit Agreement) occurs or has occurred and is continuing under either Credit Agreement except for any Event of Default under Section 5.01 8.1(e) of either Credit Agreement that arises from a default in the performance of or compliance with any term contained in any of Sections 5.3 through 5.7, 5.9, 5.13 or 5.18 of the Appendix Second Lien Credit Agreement (as incorporated herein pursuant and/or the substantively equivalent section of the First Lien Credit Agreement), unless the Second Lien Agent reasonably determines that such Event of Default is reasonably likely to result in a Material Adverse Effect. For the avoidance of doubt, this Section 7 hereof9(a)(iii) shall occur not in any way prejudice the rights and be continuing;remedies available to (x) the First Lien Agent or First Lien Lenders under the First Lien Credit Documents with respect to any Default or Event of Default under (and as defined in) the First Lien Credit Agreement not disclosed in writing by the Borrowers to the First Lien Agent and waived in writing prior to the Master Agreement Effective Date, or (y) the Second Lien Agent or Second Lien Lenders under the Second Lien Credit Documents with respect to any Default or Event of Default under (and as defined in) the Second Lien Credit Agreement not disclosed in writing by the Borrowers to the Second Lien Agent and waived in writing prior to the Master Agreement Effective Date; or
(4iv) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, Borrowers or any of their Affiliates, acting on the other documents contemplated by this AgreementBorrowers’ behalf, assert in writing or any otherwise makes a public announcement of the transactions contemplated by this Agreement;
(5) The Plan, having substantially Borrowers’ intention not to consummate the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationAgreed Repayment Transaction.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes Leased Premises shall be taken in its entirety by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be totally damaged or acknowledgments destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that the continued operation of Tenant's business at the Leased Premises is no longer practicable and that it will discontinue such operations (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant received a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "Termination Notice") of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18 (a) (ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the Leased Premises.
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than sixty (60) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall vacate the Leased Premises as promptly as is practicable and shall thereafter have no further right, title or interest in or to the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the sixtieth (60th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant its entire interest in and to the Net Award, free and clear of any one claim or more right of the foregoing eventsLender, the Administrative Agent shall undertake to provide the Guarantor all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to If and in the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate event any of the obligations one or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any more of the following events shall have occurred or otherwise occur:
a. Without the prior approval of the Lessor, the interest of the Lessee under this Lease Agreement shall be continuing (eachtransferred to, a "Termination Event)": -----------------passed to, or devolved upon any other person, firm, corporation, agency or entity, with the express approval of Lessor as set forth in Paragraph 12; or,
(1) The Guarantor shall have failed b. By or pursuant to have paid the Commitment Feeor under authority of any legislative act, the Acknowledgment Feeresolution or rule, or any amount owing by it pursuant to Section 6(c) hereoforder or decree of any court or governmental board, within five days agency or officer, a receiver, trustee or liquidator shall take possession of all or substantially all of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation property of the provisions of Article II of the Appendix)Lessee, in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default possession or control shall be continuing continue in effect for a period of thirty (30) days; or,
c. The Lessee shall voluntarily abandon, desert or vacate the Premises, or after exhausting or abandoning any right or further appeal, the Lessee shall be prevented for a period of ninety (90) days by action of any governmental agency from using the Premises, regardless of the fault of the Lessee; or,
d. Any enforceable lien shall be filed against the leased Premises because of any act or omission of the Lessee and shall not be discharged, or contested by the Lessee in good faith by proper legal proceeding, within one hundred twenty (120) days; or,
e. The Lessee shall cease, fail or refuse to use the leased Premises as and for the purposes described in Paragraph 5; or,
f. The Lessee shall fail to keep, perform and observe each and every other promise, covenant and agreement set forth in this Lease Agreement on its part to be kept, performed, or observed, within ninety (90) days after its receipt of written notice by of default thereunder from the Administrative Agent Lessor, except where fulfillment of its obligation requires activity over a period of time, and the Lessee shall have commenced in good faith to the Guarantor. Where the Administrative Agentperform whatever may be required to fulfillment within ninety (90) days after receipt of notice and continues such performance without interruption; then Lessor shall, upon giving ten (10) days written notice thereof to Lessee, have the affirmative votes of the Required Banks, shall have elected option to terminate this Lease Agreement and all of the rights of Lessee hereunder. The Lessor shall, as an additional remedy upon the occurrence giving of notice of termination as provided in this section, have the right to re-enter said leased Premises and every part thereof upon the effective date of termination without further notice of any one kind, and may regain and resume possession either with or more without the institution of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in summary or any manner the effectiveness of such terminationother legal proceedings or otherwise.
Appears in 1 contract
Samples: Lease Agreement
Termination Events. Should The following shall constitute Termination Events, except where solely caused directly and specifically by
(i) the City withholding without lawful cause any amount due and payable under this Agreement become effective ------------------ except to the extent disputed by the City in good faith; or (ii) Legal Fault of the City or City Person:
(a) if Design-Builder is declared or adjudged a bankrupt, makes a general assignment for the benefit of creditors, or takes the benefit of any legislation in force for (i) protection against creditors, (ii) orderly payment of debts, or (iii) winding up or liquidation;
(b) if a receiver or receiver-manager is appointed for the business of Design-Builder, unless the appointment is canceled within 21 days;
(c) if any material part of the property of Design-Builder is seized or attached and such seizure or attachment is not successfully contested by Design-Builder within 21 days;
(d) if Design-Builder ceases active business operations;
(e) if, during the Term, Design-Builder abandons the Design or Construction;
(f) if it is determined by the City (subject to Design-Builder’s right to refer a Dispute in respect of such determination for resolution pursuant to the provisions of Section 8 hereofDispute Resolution Procedure) that, by the Percent Completion Default Date, the Administrative Agent, upon Percent Completion is less than 20%;
(g) if Design-Builder fails to achieve Construction Completion by the affirmative votes of Long Stop Date;
(h) if at any time after the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect date that is one year prior to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by Long Stop Date it is finally determined pursuant to Section 6(c) hereof, within five days of the date it Dispute Resolution Procedure that Construction Completion is duenot reasonably expected to occur on or before the Long Stop Date;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with if Design-Builder, upon receiving a Notice of Default from the D&O Cash Collateral Agent: City where the specified Default has a Material Adverse Effect, fails to:
(Ai) cure the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case Default within 5 days of the date it is due; or 21 days;
(ii) where the Collateral Agent shall Default cannot by reasonable commercial efforts be cured within 21 days, communicate to the City and initiate within that 21 days a commercially reasonable course of action designed to cure the Default, and thereafter diligently pursue that course of action until the Default is cured; or
(iii) where the Default is an Incurable Default, within 21 days communicate to the City and initiate a commercially reasonable course of action designed to mitigate the consequences of the Incurable Default to the maximum extent practicable, and thereafter diligently pursue that course of action until the consequences of the Incurable Default have an exclusivebeen so mitigated.
(j) if Design-Builder, perfected first security interest a Subcontractor or Key Individual is identified by the City in accordance with Section 13.7 [City’s Remedial Rights] to be a Restricted Person or has committed a Prohibited Act that is not appropriately managed or remedied by Design-Builder to the Cash Collateral DepositsCity’s satisfaction, acting reasonably, as provided for in Section 13.7 [City’s Remedial Rights];
(3k) Any "Event if Design-Builder is assigned a total of Default" under Section 5.01 four or more Default Points; or
(l) where any provision of this Agreement expressly provides for a right of termination in favour of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order City by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability reason of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationDesign-Builder Default.
Appears in 1 contract
Samples: Design Build Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If (i) all of either Related Premises shall be taken by a Taking or (ii) any substantial portion of either Related Premises shall be taken by a Taking or all or any substantial portion of either Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereofRelated Premises, the Administrative Agent, upon the affirmative votes (any one or all of the Required Banks, may terminate any Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor above, Tenant shall have failed timely to deposit with be obligated, within forty-five (45) days after Tenant receives a Condemnation Notice and (y) in the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation case of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) above, Tenant shall have the Collateral Agent shall not have an exclusiveoption, perfected first security interest within forty-five (45) days after Tenant receives a Condemnation Notice or forty-five (45) days after the Casualty, as the case may be, to give to Landlord written notice (a "Termination Notice") of the Tenant's option to terminate this Lease as to the Affected Premises in the Cash Collateral Deposits;form described in Paragraph 18(b).
(3b) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) A Termination Notice shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that contain (i) by its termsnotice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreovera binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), for the purposes certification and covenant described therein and a certified resolution of determining whether the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreementNotice, the covenants set forth in the Appendix Landlord and Tenant shall control;commence to determine Fair Market Value.
(8) Any event c) If Landlord shall reject such offer to terminate this Lease as to the Affected Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of Lender, not later than thirty (30) days after written notice by following the Administrative Agent Fair Market Value Date, then this Lease shall terminate as to the Guarantor. Where Affected Premises on the Administrative AgentTermination Date; provided that, upon the affirmative votes if any Basic Rent or Impositions remain unpaid as of the Required BanksTermination Date, Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant all past due Basic Rent and Impositions are paid. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have elected no further right, title or interest in or to terminate this Agreement upon the occurrence of any one or more of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Administrative Agent Termination Date, Tenant shall undertake pay to provide Landlord the Guarantor Termination Amount and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with written notice Paragraph 20 and in such event Landlord shall have no further rights in and to the Net Award and shall cooperate with Tenant to cause the Net Award to be delivered to Tenant. This obligation of such terminationLandlord shall survive termination of this Lease.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness percentage of such terminationthe Basic Rent set forth on Exhibit "F" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a right to terminate the Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode;
(e) subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent clause 3.4 and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.clause
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a right to terminate the Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode;
(e) subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent clause 3.4 and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.clause
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should (a) If either (i) a Petrobras Default occurs and is continuing and, as a result thereof, Controlling Parties representing at least 35% of the aggregate principal amount of outstanding Senior Trust Certificates declare an Acceleration Event or (ii) a Petrobras Finance Default has occurred and is continuing then, in each case, the Controlling Parties representing at least 35% of the aggregate principal amount of the outstanding Senior Trust Certificates may instruct the Trustee to notify Petrobras Finance thereof, whereupon Petrobras Finance shall notify Petrobras that this Agreement and the Master Export Contract are subject to termination, provided that this Agreement and the Master Export Contract shall be subject to termination automatically without any further action by Petrobras Finance, the Trustee or any other Person upon the occurrence of a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance, and provided further, however, that no termination of this Agreement or the Master Export Contract shall be or become effective ------------------ pursuant until such time as the Termination Payment shall have been deposited into the Purchased Receivables Account (or such replacement account therefore as the Trustee may designate).
(b) In the event that this Agreement and the Master Export Contract become subject to termination as provided in the preceding clause (a), on the next succeeding Business Day Petrobras shall pay to Petrobras Finance the Termination Payment directly into the Purchased Receivables Account. If the Trustee informs Petrobras that such Purchased Receivables Account has been replaced by another account, Petrobras shall deposit the Termination Payment into such other account as designated by the Trustee.
(c) The right of Petrobras Finance to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes payment of the Required BanksTermination Payment shall not be exclusive of any other right, may terminate any of the obligations power or acknowledgments of the Administrative Agent remedy referred to herein or now or hereinafter available to Petrobras Finance and the Banks under this Agreement Trustee at law, in equity, by statute or otherwise. Notwithstanding anything herein to the contrary (including, without limitation, those with respect to the Commitment first proviso in Section 4.02(a) above), this Agreement and the No Default Acknowledgment), if any Master Export Contract shall remain in full force and effect until the payment in full by Petrobras of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid Payment. Upon the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days payment in full of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with Termination Payment, and the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation payment in full of the provisions principal of Article II and interest on the Senior Trust Certificates and all other amounts payable as provided in Section 9.11(d) of the Appendix)Trust Deed, in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationterminate.
Appears in 1 contract
Samples: Prepayment Agreement (Petrobras International Finance Co)
Termination Events. Should this This Agreement become effective ------------------ pursuant may be terminated, without liability to the provisions of Section 8 hereof, the Administrative AgentParty terminating:
(a) By either Party, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]' Notice to the Commitment and other, at any time upon or after the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall Parties cease to be continuing (each, a "Termination Event)": -----------------Affiliates.
(1b) The Guarantor shall have failed By a Party, immediately upon Notice to have paid the Commitment Feeother Party, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;if:
(i) A Cash Collateral Pledgor shall have failed timely that other Party makes a general assignment of all or substantially all of its assets for the benefit of its creditors;
(ii) that other Party applies for, consents to, or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets;
(iii) that other Party files, or consents to deposit with or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or
(iv) a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other Party and is not dismissed within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after it was filed.
(c) By a Party, immediately upon Notice to the D&O Cash Collateral Agent: other Party, if that other Party's material breach of this Agreement continues uncured or uncorrected for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after both the nature of that breach and the necessary cure or correction has been agreed upon by the Parties or otherwise determined by the Dispute Resolution Procedure. But if:
(Ai) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date Parties agree or it is duedetermined by the Dispute Resolution Procedure that the material breach is not capable of being cured or corrected, the termination shall be effective immediately upon Notice, without any cure period; or or
(ii) the Collateral Agent breaching Party (A) reasonably requires longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- such as when the applicable Service Subcontract permits the Subcontractor longer than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct -- and (B) Notifies the non-breaching Party of the circumstances, then the cure period shall not have an exclusivebe extended for the reasonable time so required, perfected first security interest so long as during that time the breaching Party diligently acts to effect that cure or correction; provided, however, that in no event shall this SECTION 10.1(c)(ii) apply to TCY's obligation to make payments to Sabre under this Agreement. A non-breaching Party's exercise of the Cash Collateral Deposits;remedy described in this SECTION 10.1(c) shall be conditioned upon its giving a Breach Notice to the other Party.
(3d) Any "Event of Default" under Section 5.01 of By Sabre, immediately upon Notice to TCY, if TCY has not paid the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgmentamount described in a Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after that Nonpayment Notice was given. A Party may not terminate this Agreement if the event or circumstance described above in this SECTION 10.1, or injunctionupon which that Party would rely in so terminating, or other order was caused by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability that Party's breach of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.
Appears in 1 contract
Samples: Administrative Services Agreement (Travelocity Com Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required BanksLeased Premises shall be taken by a Taking and, may terminate any in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor Tenant shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofbe obligated, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after Tenant receives a Condemnation Notice, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurring after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor earlier to occur of (A) the second Basic Rent Payment Date after the scheduled Termination Date and (B) first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award; provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (PSC Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Collateral Agent shall not have an exclusiveRelated Premises, perfected first security interest (any one or all of the Related Premises described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for above being hereinafter referred to as the purposes "AFFECTED PREMISES" and each of determining whether a Termination Event has occurred the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement"TERMINATION EVENT"), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "TERMINATION NOTICE") of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease as to the Affected Premises in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "REJECTION"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date and in such event the Termination Amount shall not be payable; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "REMAINING OBLIGATIONS") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on EXHIBIT "F" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Atrium Corp)
Termination Events. Should Anything contained in this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereofcontrary notwithstanding, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect may be terminated at any time prior to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------Closing Date:
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, by either Seller or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;Buyer:
(i) A Cash Collateral Pledgor if a Governmental Authority issues a final, non-appealable ruling or Order prohibiting the transactions contemplated hereby;
(ii) by mutual written consent of Seller and Buyer;
(iii) if the Parties fail to timely agree on the protocols and procedures required by Section 8.6(b) to implement the actions contemplated by Schedules 8.6(a) and (b);
(iv) by written notice to the other Party following the Closing Deadline if the Closing shall not have failed timely to deposit with occurred on or before the D&O Cash Collateral Agent: Closing Deadline through no fault of (Ai) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Buyer, in each the case within 5 days of the date it is due; notice from Buyer, or (ii) the Collateral Agent shall not have an exclusiveSeller, perfected first security interest in the Cash Collateral Depositscase of notice from Seller; provided, however, that any such termination notice by either Party shall be subject to the cure rights set forth in Article 9 or Article 10, as applicable;
(3v) Any "Event of Default" under Section 5.01 by giving written notice at any time in the event that, on or after the Effective Date (but prior to the Closing Date), either house of the Appendix (United States Congress votes to reject that certain federal tax program commonly known as incorporated herein pursuant to Section 7 hereof) shall occur the “Biodiesel Credit” or “Blender’s Credit” or if any xxxx containing such credit is vetoed by the United States President and be continuing;such veto is not overridden by Congress with the result that the xxxx is not enacted into law
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (ib) by its terms, Buyer giving timely written notice to Seller on the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of date thirty (30) days after written the Effective Date (the “Due Diligence Expiration Date”) if Buyer is not satisfied in its sole discretion with the results of its due diligence regarding the Acquired Assets pursuant to Section 7.4(a), provided that if Buyer does not give such notice by to Seller on or before the Administrative Agent Due Diligence Expiration Date, Buyer will be deemed to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected waived its right to terminate this Agreement upon pursuant to this Section 12.1(b);
(c) by Buyer giving timely written notice to Seller on or before the occurrence Unitholder Approval Deadline if the Buyer Unitholder Approval shall not have been obtained pursuant to Section 7.5(f), provided that if Buyer does not give such notice to Seller on or before such Unitholder Approval Deadline, Buyer will be deemed to have waived its right to terminate this Agreement pursuant to this Section 12.1(c);
(d) by Buyer giving timely written notice in the event of any one breach by Seller of any of Seller’s agreements, covenants, representations or more warranties contained herein (provided such breach would result in the failure of a condition set forth in Section 9.1, Section 9.2 or Section 9.3 to be satisfied) and the foregoing events, the Administrative Agent shall undertake failure of Seller to provide the Guarantor with cure such breach within fourteen (14) days after delivery of written notice of from Buyer specifying particularly such terminationbreach; provided, -------- that such breach is capable of being cured and Seller, in its sole discretion, elects to cure such breach; and provided further, however, that in the Administrative Agent's failure to provide such notice event that any breach shall ------- not affect in any manner have been cured before the effectiveness expiration of the fourteen (14) day cure-period, at the election of Buyer the Closing Date shall be extended by the number of days actually elapsed before the cure of such terminationbreach;
(e) by Buyer giving timely written notice in the event that a condition set forth in Sections 9.4 – 9.13 has not been satisfied, unless such condition has been waived, and the failure of Seller to cure such unsatisfied condition within twenty (20) days after delivery of written notice from Buyer specifying particularly such condition; provided, that such unsatisfied condition is capable of being cured and Seller, in its sole discretion, elects to cure such condition in accordance with Section 9.14; and provided further, however, that in the event that any such unsatisfied condition shall have been cured before the expiration of the twenty (20) day cure-period, at the election of Buyer the Closing Date shall be extended by the number of days actually elapsed before the cure of such condition;
(f) by Seller in the event of any breach by Buyer of any of Buyer’s agreements, covenants, representations or warranties contained herein (provided such breach would result in the failure of a condition set forth in Section 10.1, Section 10.2 or Section 10.3 to be satisfied) and the failure of Buyer to cure such breach within fourteen (14) days after delivery of notice from Seller specifying particularly such breach; provided, that such breach is capable of being cured and Buyer, in its sole discretion, elects to cure such breach; and provided further, however, that in the event that any breach shall have been cured before the expiration of the fourteen (14) day cure-period, at the election of Seller the Closing Date shall be extended by the number of days actually elapsed before the cure of such breach;
(g) by Seller giving written notice at any time after expiration of the Unitholder Approval Deadline, pursuant to Section 7.5(f), if the Buyer does not provide written notification to Seller that the Buyer Unitholder Approval has been obtained by such applicable deadline in accordance with Section 7.5;
(h) by Seller giving written notice at any time after the Expiration Date, if either (a) the Buyer does not provide written notification to Seller by the Expiration Date that the Buyer Unitholder Approval has been obtained before expiration of the Unitholder Approval Deadline under Section 7.5(f), and/or (b) the failure of Buyer to make the Deposit as required by Section 2.7 on or before the Expiration Date;
(i) by Seller giving written notice in the event that Seller elects to terminate the Agreement in accordance with Section 9.5 after receiving any Objections from Buyer, provided that Buyer has not made a timely waiver of its Objections pursuant to Section 9.5; and
(j) by Seller giving timely written notice in the event that a condition precedent set forth in Sections 10.4 – 10.9 has not been satisfied, unless such condition has been waived, and the failure of Seller to cure such condition within twenty (20) days after delivery of written notice from Buyer specifying particularly such condition; provided, that such condition is capable of being cured and Buyer, in its sole discretion, elects to cure such condition in accordance with Section 10.10; and provided further, however, that in the event that any breach shall have been cured before the expiration of the twenty (20) day cure-period, at the election of Seller the Closing Date shall be extended by the number of days actually elapsed before the cure of such breach.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor the entire Leased Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of the Collateral Agent Leased Premises shall not have an exclusivebe taken by a Taking or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, perfected first security interest in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the events described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement Lease (a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”), which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, “Remaining Obligations”) on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate shall be automatically extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement
Termination Events. Should this 12.01. Consenting Stakeholder Termination Events. This Agreement become effective ------------------ pursuant to may be terminated by the provisions of Section 8 hereofRequired Consenting Noteholders, the Administrative AgentRequired DIP FILO Lenders, or the Required DIP 2L Lenders upon written notice delivered in accordance with Section 16.09 hereof upon the affirmative votes occurrence and continuation of the Required Banks, may terminate any of the obligations or acknowledgments following events.
(a) The breach by Aegean of any of the Administrative Agent and the Banks under representations, warranties, or covenants of such breaching Party as set forth in this Agreement that has a material adverse effect on consummating the Restructuring; provided, that the Required Consenting Stakeholders shall transmit a notice to counsel to Aegean in accordance with the notice provisions hereof, detailing any such breach and, if such breach is capable of being cured, the breaching Party shall have five (including5) business days after receiving such notice to cure any breach.
(b) The issuance by any governmental authority, without limitationincluding any regulatory authority, those the Bankruptcy Court, or another court of competent jurisdiction, of any injunction, judgment, decree, charge, ruling, or order that, in each case, has a material adverse effect on consummating the Restructuring; provided, that Aegean shall have ten (10) business days after issuance of such injunction, judgment, decree, charge, ruling, or order to obtain relief that would allow consummation of the Restructuring.
(c) Aegean loses the exclusive right to file a plan of reorganization.
(d) The Bankruptcy Court enters an order denying confirmation of the Plan and such order remains in effect for five (5) business days after entry of such order.
(e) Aegean (i) files, amends, or modifies, or files a pleading seeking approval of, any Restructuring Document or authority to amend or modify any Restructuring Document, in a manner that is materially inconsistent with, or constitutes a material breach of, this Agreement and is adverse to the Consenting Stakeholder seeking termination pursuant to this provision (including with respect to the Commitment and consent rights afforded the No Default AcknowledgmentConsenting Stakeholders under this Agreement), if any without the prior written consent of the following shall have occurred or otherwise shall be continuing Required Consenting Stakeholders (each, a "Termination Event)": -----------------
(1ii) The Guarantor shall have failed to have paid withdraws the Commitment Fee, Plan without the Acknowledgment Feeprior written consent of the Required Consenting Stakeholders, or (iii) publicly announces its intention to take any amount owing by it pursuant to Section 6(c) hereof, within five days of such acts listed in the date it is due;
foregoing clause (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: or (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendixii), in the case of each case within 5 days of the date foregoing clauses (i) through (iii), which remains uncured (to the extent curable) for five (5) business days after such terminating Consenting Stakeholders transmit a written notice in accordance with Section 16.09 detailing any such breach.
(f) Aegean (i) makes a public announcement that it intends to accept an alternative restructuring proposal or (ii) enters into a definitive agreement with respect to an alternative restructuring proposal.
(g) The (i) conversion to a case under chapter 7 of the Bankruptcy Code or dismissal of one or more of the Chapter 11 Cases, unless such conversion or dismissal, as applicable, is duemade with the consent of the Required Consenting Stakeholders; or (ii) the Collateral Agent shall not have an exclusiveappointment of a trustee, perfected first security interest receiver, examiner with expanded power, above and beyond that provided for by statute, in the Cash Collateral Deposits;Chapter 11 Cases.
(3h) Any "Event of Default" under Section 5.01 of Except to the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall extent the Required Consenting Stakeholders have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreementwaived such Milestone in accordance herewith, the Existing Guaranty, the CIHC Guaranty, or failure to meet any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationMilestones.
Appears in 1 contract
Samples: Restructuring Support Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment)a) This Guarantee shall terminate, if any of the following shall have occurred or otherwise shall be continuing events (each, a "“Termination Event)": -----------------
”) occurs without the Guarantor’s prior written consent (1) The Guarantor which consent shall have failed not be unreasonably withheld and shall be deemed to have paid been given by the Commitment FeeGuarantor if the Guarantor does not respond within ten (10) Business Days of its consent having being sought in writing), and the Acknowledgment Fee, or any amount owing by it pursuant Guarantor sends a written notice to Section 6(c) hereof, within five days of Gavi and the date Participant confirming that it is due;terminating this Guarantee due to the occurrence of such event:
(i) A Cash Collateral Pledgor Gavi makes any amendment, modification or waiver of any provision of the Commitment Agreement that has a material adverse effect on the rights or the obligations of the Guarantor under this Guarantee;
(ii) an Early Disbursement Event occurs, and the Guarantor has deposited the Maximum Guaranteed Amount into an escrow account nominated by, and for the benefit of, Gavi (provided that any account bank nominated by Xxxx shall have failed timely be acceptable to the Guarantor in accordance with its AML/CFT Framework) as provided in Clause 7(b) below; or
(iii) any assignment by Gavi of any of its rights or obligations under the Commitment Agreement or this Guarantee that affects the rights or obligations of the Guarantor under this Guarantee, provided that no consent of the Guarantor shall be required (and no Termination Event shall occur) as a result of an assignment to a Gavi Transferee pursuant to Clause 4.1 hereof.
(b) If, in the determination of the Guarantor, an Early Disbursement Event occurs, the Guarantor shall notify Gavi and the Participant and shall then be entitled to deposit with an amount equal to the D&O Cash Collateral Agent: Maximum Guaranteed Amount into an escrow account for payment to Gavi in the same amounts and subject to the same terms and conditions as are provided in this Guarantee. Upon deposit by the Guarantor of such funds in such escrow account, this Guarantee shall terminate (Aexcept as provided in the follow sentence). After the date on which all amounts have been paid by the Participant under the Commitment Agreement, such that there are no outstanding Guaranteed Obligations, Gavi will so notify the Guarantor and the escrow agent, whereupon the escrow agent will, within three (3) Business Days, return to the December, 2000 Cash Collateral Deposit, Guarantor any amounts remaining on deposit in the escrow account.
(Bc) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited The termination of this Guarantee pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days this Clause 7 shall be effective as of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded an officer’s certificate delivered by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; Gavi notifying it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under and that this Guarantee and the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its Guarantor’s obligations hereunder and such default are terminated (which date shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon not precede the occurrence of any one or more such Termination Event); from and after such date, all obligations of the foregoing eventsGuarantor hereunder shall terminate and be of no further force or effect.
(d) Notwithstanding the foregoing, the Administrative Agent shall undertake to provide this Guarantee and all obligations of the Guarantor with hereunder shall automatically terminate upon the earliest to occur of: (i) the date on which Xxxx gives written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide Participant has paid all amounts due under Clause 2.1(ii) of this Guarantee and Clauses 2.1, 2.2, 4.1 and 4.3 (as applicable) of the Commitment Agreement, such notice shall ------- not affect in any manner that no outstanding Guaranteed Obligations remain (or could become) payable thereunder; (ii) the effectiveness of such termination.date on which the Maximum Guaranteed Amount equals zero;
Appears in 1 contract
Samples: Guarantee and Indemnity Agreement
Termination Events. Should Subject to Clause 17.1, this Agreement become effective ------------------ pursuant may be terminated in the following events and in the manner specified hereunder:
17.2.1 in the event that the Affected Party is rendered wholly or partially unable to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the perform its obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of ninety (including90) days in any continuous period of one hundred and eighty (180) days, without limitationand in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least ninety (90) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or ninety (90) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective date of termination of the Agreement;
17.2.2 in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than thirty (30) days to the Seller;
17.2.3 in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Execution Date, the Seller shall within seven (7) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the Commitment and the No Default Acknowledgment), if any subject matter of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofreview, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after from the date of the above-mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice by the Administrative Agent of thirty (30) days being given in writing to the Guarantor. Where other Party without any obligation/liability whatsoever;
17.2.4 in the Administrative Agentevent that the Level of Delivery falls below thirty percent (30%) or the Level of Lifting falls below thirty percent (30%), upon the affirmative votes of Purchaser or the Required BanksSeller, as the case may be, shall have elected the right to terminate this Agreement upon after providing the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor other Party with prior written notice of not less than thirty (30) days. However, such terminationnotice is to be issued within sixty (60) days of the end of the relevant Year; provided, -------- however, provided that the Administrative Agent's failure Seller shall not have a right to provide terminate the Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below thirty percent (30%) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; and in the event the Level of Lifting falls below thirty percent (30%) and this Agreement is liable for termination, the Purchaser can keep the Agreement alive by paying applicable Penalty as calculated in terms of Clause 6.6 or Performance Security/security deposit amount whichever is higher. The Purchaser shall have to request the Seller within thirty (30) days of completion of the relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The Agreement shall be revived after receipt of the requisite penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either Party during the dormant period of the Agreement.
17.2.5 subject to Clause 6.3 , in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
17.2.6 in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 15, the Seller shall have the right to terminate this Agreement by providing prior written notice of thirty (30) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid notice period of thirty (30) days;
17.2.7 in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within sixty (60) days, the other Party shall ------- be entitled to terminate this Agreement by giving prior written notice of thirty (30) days to first Party;
17.2.8 in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not affect otherwise specified under this Clause 17.2 or of any term or provision of the RFP and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of ninety (90) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said ninety (90) day period;
17.2.9 In case the Purchaser fails to submit the CCO Certificate in accordance with the Clause
6.2.1 then the Seller shall have the right to terminate the Agreement by giving prior written notice of 15 (fifteen) days to the Purchaser.
17.2.10 in the event that the information contained in any manner of the effectiveness documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the RFP (including information or documentation provided pursuant to the provisions to the RFP) ceases to be true and correct or is found to be misleading, untrue or incorrect, then the Seller shall have the right to terminate this Agreement by giving prior written notice of such terminationthirty (30) days to the Purchaser;
17.2.11 Subject to Clause 21.11, in the event that the Purchaser (or the new entity formed as a result of change in Control of the Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other conditions specified herein, then the Seller shall have the right to terminate this Agreement by giving prior written notice of thirty (30) days to the Purchaser;
17.2.12 pursuant to Clause 21.11;
17.2.13 in case of termination of the WDO Agreement;
17.2.14 pursuant to Clause 2.3, Clause 3.2.3 Clause 5.3.3, Clause 5.4.2, Clause 6.2.1, Clause 6.2.4 and/or Clause 6.3.2;
17.2.15 termination of this Agreement by the Seller pursuant to breach of any provisions of this Agreement by the Purchaser or termination of this Agreement by the Seller in accordance with any other provision of this Agreement;
17.2.16 in the event that the Specified End Use Plant ceases to remain operational for a continuous period of twelve (12) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of thirty (30) days to the Purchaser.
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If either (i) the provisions entire Leased Premises shall be taken by a Taking or (ii) any substantial portion (Casualty on a replacement cost basis is greater than 90% of Section 8 hereof, the Administrative Agent, upon the affirmative votes value) of the Required Banks, may terminate any Leased Premises shall be taken by a Taking or all or substantially all of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor above, Tenant shall have failed timely to deposit with be obligated, within ninety (90) days after Tenant receives a Condemnation Notice and (y) in the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation case of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) above, Tenant shall have the Collateral Agent shall not have an exclusiveoption, perfected first security interest within ninety (90) days after Tenant receives a Condemnation Notice or ninety (90) days after the Casualty, as the case may be, to give to Landlord written notice in the Cash Collateral Deposits;form described in Paragraph 18(b) of the Tenant's election to terminate this Lease (a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(3b) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) A Termination Notice shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that contain (i) by its termsnotice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the date of the Termination Notice (the "Termination Date"), the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for a binding and irrevocable offer of Tenant to pay to Landlord the purposes of determining whether a Termination Amount and (iii) if the Termination Event has occurred as is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a result of any events of default under the Existing Guaranty arising from the incorporation certified resolution of the covenants from any other credit agreement, Board of Directors of Tenant authorizing the covenants set forth in the Appendix shall control;same.
(8) Any event of default under the CIHC Guaranty c) If Landlord shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of not later than thirty (30) days after following the receipt of a Termination Notice reject such offer by Tenant to pay to Landlord the Termination Amount pursuant to Paragraph 18(b) above by written notice by to Tenant (a "Rejection"), and said Rejection shall contain the Administrative Agent written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the GuarantorTermination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Where the Administrative AgentUpon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, upon the affirmative votes (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Required Banks, Leased Premises and (iii) the Net Award shall be retained by Landlord.
(d) Unless Tenant shall have elected received a Rejection not later than the thirtieth (30th) day following receipt of a Termination Notice, Landlord shall be conclusively presumed to terminate this Agreement upon have accepted such offer from Tenant to pay the occurrence of any one Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or more of the foregoing eventsremaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Administrative Agent shall undertake to provide the Guarantor Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of the Collateral Agent any Related Premises shall not have an exclusivebe taken by a Taking or all or any substantial portion of any Related Premises shall be damaged or destroyed by a Casualty and, perfected first security interest in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the applicable Related Premises (any one or all of the Related Premises described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for hereinafter referred to as the purposes “Affected Premises” and each of determining whether a Termination Event has occurred the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement Lease as to the Affected Premises (a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the affected Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”), which Rejection shall contain the written consent of Lender to Landlord’s rejection of Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises on or prior to the Termination Date (collectively, “Remaining Obligations”) on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsAffected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event for any reason other than any failure or delay on the part of or caused by Landlord or its agents, then the date on which this Lease is to provide terminate shall be automatically extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a right to terminate the Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode;
(e) subject to Clause 5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non- Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent clause 3.4 and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.clause
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should (a) Wilton Re may terminate this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes or a Service (or any portion thereof) if Wilton Re has notified CNO in writing of the Required Banks, may proposed date on which it desires the Agreement or such Service (or portion thereof) to terminate any of the obligations (such proposed date or acknowledgments of the Administrative Agent and the Banks under such date as this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it is terminated pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix6.02(b), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreementapplicable, the Existing Guaranty“Termination Date”), the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
at least six (6) Any Event of Default with respect months prior to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
such proposed date. If CNO is unable to perform a certain Service (7an “Affected Service”) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a direct result of any events the termination of default under another Service (or portion thereof) (the Existing Guaranty arising from the incorporation “Terminated Service”), CNO shall provide Wilton Re notice in writing of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of Affected Service within thirty (30) days after receiving notice from Wilton Re of the Terminated Service; provided that, if providing Wilton Re notice in such thirty (30) day time period is not reasonably practicable using its good faith efforts, CNO may by prior written notice by to Wilton Re extend such period for up to another thirty (30) days as may be necessary or appropriate in its view to effect such termination in an efficient and well-planned fashion. Wilton Re may, at its option, within ten (10) Business Days after receipt of notice of the Administrative Agent Affected Service, choose not to terminate the Terminated Service. Upon the termination of any Terminated Service, any Affected Service shall also terminate on the Termination Date. The termination of a portion of a Service or Affected Service shall not change the Fees. Effective on the Termination Date, the Terminated Service and any Affected Service shall be discontinued and, thereafter, this Agreement shall be of no further force and effect with respect to such Terminated Service (or portion thereof) or Affected Service, except as to obligations accrued prior to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to Termination Date.
(b) Wilton Re may immediately terminate this Agreement upon in its entirety or with respect to affected Services if CNO commits a material breach of this Agreement (including a material failure or delay in the occurrence performance of any one or more of the foregoing events, the Administrative Agent shall undertake Service) and fails to provide the Guarantor with written notice of cure such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationbreach within thirty (30) days.
Appears in 1 contract
Samples: Transition Services Agreement (CNO Financial Group, Inc.)
Termination Events. Should (a) If either (i) a Petrobras Default occurs and is continuing and, as a result thereof, Controlling Parties representing at least 35% of the aggregate principal amount of outstanding Senior Trust Certificates declare an Acceleration Event or (ii) a Petrobras Finance Default has occurred and is continuing then, in each case, the Controlling Parties representing at least 35% of the aggregate principal amount of the outstanding Senior Trust Certificates may instruct the Trustee to notify Petrobras Finance thereof, whereupon Petrobras Finance shall notify Petrobras that this Agreement and the Master Export Contract are subject to termination, provided that this Agreement and the Master Export Contract shall be subject to termination automatically without any further action by Petrobras Finance, the Trustee or any other Person upon the occurrence of a Bankruptcy Event with respect to Petrobras (other than a Bankruptcy Event solely with respect to a Material Subsidiary of Petrobras) or Petrobras Finance, and provided further, however, that no termination of this Agreement or the Master Export Contract shall be or become effective ------------------ pursuant until such time as the Termination Payment shall have been deposited into the Purchased Receivables Account (or such replacement account therefore as the Trustee may designate). Prepayment Agreement <PAGE> 16
(b) In the event that this Agreement and the Master Export Contract become subject to termination as provided in the preceding clause (a), on the next succeeding Business Day Petrobras shall pay to Petrobras Finance the Termination Payment directly into the Purchased Receivables Account. If the Trustee informs Petrobras that such Purchased Receivables Account has been replaced by another account, Petrobras shall deposit the Termination Payment into such other account as designated by the Trustee.
(c) The right of Petrobras Finance to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes payment of the Required BanksTermination Payment shall not be exclusive of any other right, may terminate any of the obligations power or acknowledgments of the Administrative Agent remedy referred to herein or now or hereinafter available to Petrobras Finance and the Banks under this Agreement Trustee at law, in equity, by statute or otherwise. Notwithstanding anything herein to the contrary (including, without limitation, those with respect to the Commitment first proviso in Section 4.02(a) above), this Agreement and the No Default Acknowledgment), if any Master Export Contract shall remain in full force and effect until the payment in full by Petrobras of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid Payment. Upon the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days payment in full of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with Termination Payment, and the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation payment in full of the provisions principal of Article II and interest on the Senior Trust Certificates and all other amounts payable as provided in Section 9.11(d) of the Appendix)Trust Deed, in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.terminate. ARTICLE V MISCELLANEOUS Section 5.01
Appears in 1 contract
Samples: Prepayment Agreement
Termination Events. Should this This Agreement become effective ------------------ pursuant may be terminated prior to Closing and the provisions transactions contemplated hereby may be abandoned:
(a) by either Comcast Subsidiary or Time Warner Cable, at any time after the earlier (i) of Section 8 hereofnine months after the termination of the TWC Redemption Agreement without the Closing (as defined thereunder) occurring and (ii) May 31, 2007 (the earlier of (i) and (ii), the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment"Outside Closing Date"), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(b) at any time, by the mutual agreement of Comcast Subsidiary and Time Warner Cable;
(c) by either Comcast Subsidiary or Time Warner Cable, at any time upon written notice to the other, if the other is in material breach or default of its respective covenants, agreements, representations, or other obligations herein or in any Transaction Document to which such Person or its Affiliates is a party and such breach or default (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount has not been cured within 30 days after receipt of written notice or such longer period as may be reasonably required to cure such breach or default (provided, that the breaching or defaulting party shall be deposited pursuant using commercially reasonable efforts to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; cure such breach or default) or (ii) would not reasonably be expected to be cured prior to the Collateral Agent Outside Closing Date; provided, that if any covenant, agreement, representation or other obligation in this Agreement is qualified by a reference to materiality or Material Adverse Effect, such qualifier shall not have an exclusive, perfected first security interest in the Cash Collateral Depositsbe taken into account without duplication;
(3d) Any "Event of Default" under Section 5.01 of automatically without action by any party hereto if the Appendix (as incorporated herein Option shall terminate pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court2.1(a)(iii);
(6e) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreementby Comcast Subsidiary as provided in Section 12.16;
(7f) Any event of default under by Comcast Subsidiary, at any time after April 1, 2005, if by notice to the Existing Guaranty shall occur and be continuingother parties Comcast Subsidiary irrevocably elects not to exercise the Option; it being acknowledged that or
(g) automatically without action by any party hereto upon (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth Closing (as defined in the Appendix andTWC Redemption Agreement) occurring, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation termination of the covenants from any other credit agreement, TWE Redemption Agreement without the covenants set forth Closing (as defined in the Appendix shall control;
TWE Redemption Agreement) occurring or (8) Any event of default under iii) the CIHC Guaranty shall occur and be continuing;
Closing (9as defined in the Tolling Agreement) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationoccurring.
Appears in 1 contract
Samples: Alternate Tolling and Optional Redemption Agreement (Time Warner Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If either (i) all of any Related Premises shall be taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes Related Premises (any one or all of the Required Banks, may terminate any Related Premises described in clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by (a "Termination Notice") in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement Lease as to the Affected Premises. If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Affected Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate with respect to the Guarantor Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Affected Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice Paragraph 20.
(e) In the event of such terminationthe termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "G" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Finisar Corp)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes If any one of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those following events shall occur with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------Series 2001-1 Investor Notes:
(1a) The Guarantor a Series 2001-1 Allocated Receivables Deficiency shall have failed occur and continue for two Business Days after the earlier to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days occur of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; upon which the Issuer or the Collection Agent obtains knowledge of such Series 2001-1 Allocated Receivables Deficiency and (ii) the Collateral date on which written notice of such Series 2001-1 Allocated Receivables Deficiency shall have been given to the Issuer or the Collection Agent shall not have an exclusive, perfected first security interest in by the Cash Collateral DepositsAdministrative Agent or any Funding Agent;
(3b) Any "a Purchase Termination Event of Default" shall have occurred and the Issuer's obligation to purchase Receivables under the Receivables Purchase Agreement shall have terminated in accordance with Section 5.01 6.1 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Receivables Purchase Agreement;
(5c) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any an Event of Default with respect to the Guarantor Series 2001-1 Investor Notes shall have occurred and the maturity of the Series 2001-1 Investor Notes shall have been accelerated in accordance with Section 9.2 of the Base Indenture;
(d) an Insolvency Event shall occur with respect to Goodyear or the Issuer;
(e) the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral, free and clear of any Adverse Claims, other than Permitted Liens, or any of Goodyear, the Issuer or any Affiliate of either thereof shall so assert in writing; PROVIDED, HOWEVER that a Termination Event may not be declared under this paragraph (e) if there shall be continuing under a lien on one or more Purchased Receivables and (x) the Existing Credit Seller shall repurchase such Purchased Receivables in accordance with Section 2.6 of the Receivables Purchase Agreement or (y) the Collection Agent shall make payment of a Collection Agent Indemnification Amount in respect of such Purchased Receivables in accordance with Section 5.2 of the Collection Agency Agreement;
(7f) Any event of default under there shall have been filed against Goodyear, Dunlop or the Existing Guaranty shall occur and be continuing; it being acknowledged that Issuer (i) a notice of federal tax lien from the Internal Revenue Service or (ii) a notice of lien from the PBGC under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies;
(g) the Seller shall fail to maintain 100% ownership of the Issuer;
(h) the long-term unsecured senior debt of the Seller shall be rated below BB by its termsS&P or below Ba2 by Mooxx'x;
(i) any Collection Agent Termination Event shall have been declared in accordance with the Collection Agency Agreement;
(j) the average Dilution Ratio for the three preceding Settlement Periods exceeds 4.75%;
(k) the average Default Ratio for the three preceding Settlement Periods exceeds 1.75%;
(l) the average Delinquency Ratio for the three preceding Settlement Periods exceeds 7.25%;
(m) the failure on the part of the Issuer to make any payment or deposit required by the terms of the Base Indenture, this Indenture Supplement or any other Transaction Document and such failure continues unremedied for two Business Days;
(n) any material provision of the Base Indenture, this Indenture Supplement, the Existing Guaranty automatically incorporates Collection Agency Agreement or the Receivables Purchase Agreement shall cease, for any reason, to be in full force and effect or any of the Seller, the Collection Agent or the Issuer shall so assert in writing;
(o) the failure on the part of the Issuer to duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Appendix andBase Indenture, this Indenture Supplement or any other Transaction Document (other than those covered by execution clause (m) above) and delivery such failure continues for thirty days after the earlier to occur of this Agreement(i) the date upon which the Issuer obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer by the 42 38 Indenture Trustee, or to the Issuer and the Indenture Trustee by the Administrative Agent and or any Purchaser;
(p) any representation or warranty made by the Banks accept such covenants Issuer in the Base Indenture or this Indenture Supplement or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered which failure, if capable of being remedied, continues unremedied for 30 days after the earlier to occur of (i) the date upon which the Issuer obtains knowledge thereof and (ii) moreoverthe date on which written notice of such failure, for requiring the purposes same to be remedied, shall have been given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Administrative Agent or any Purchaser;
(q) the Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity and the unsecured senior long-term debt of determining whether the surviving entity is rated less than BBB- by S&P or less than Baa3 by Mooxx'x xx the effective date of such transaction or merger;
(r) the Seller shall fail to pay any principal of Funded Debt of the Seller which is then outstanding in a principal amount in excess of $25,000,000 at the scheduled maturity hereof, such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Funded Debt, and such Funded Debt is not paid within ten Business Days after the earlier of (i) the day on which an Authorized Officer of the Seller first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Seller by the holder or holders of such Funded Debt; or Funded Debt of the Seller which is then outstanding in a principal amount in excess of $25,000,000 shall become due and payable prior to the scheduled maturity thereof as a result of the lawful acceleration thereof due to the occurrence of an event of default thereunder and such Funded Debt is not paid, or such acceleration thereof is not rescinded or annulled, within ten Business Days following such lawful acceleration thereof;
(s) one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $25,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(t) any Termination Event with respect to any other Series of Outstanding Investor Notes shall have been deemed to have occurred or shall have been declared to have occurred in accordance with the terms of the applicable Indenture Supplement; then, in the case of any event described in clause (e) or (f) or clauses (i) through (t) above, after the applicable grace period, if any, the Indenture Trustee shall, acting at the direction of the Series 2001-1 Required Investor Noteholders, declare that a Termination Event has occurred as a result with respect to the Series 2001-1 Investor Notes. In the case of any events of default under event described in clause (h) above, a Termination Event with respect to the Existing Guaranty arising from Series 2001-1 Investor Notes will be deemed to have occurred without notice or other action on the incorporation part of the covenants from any other credit agreement, Indenture Trustee or the covenants set forth in Series 2001-1 Investor Noteholders on the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days thirtieth day after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of such event if the foregoing events, Series 2001-1 Required Investor Noteholders shall not have waived the Administrative Agent shall undertake to provide the Guarantor with written notice occurrence of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.event prior
Appears in 1 contract
Samples: Indenture Supplement (Goodyear Tire & Rubber Co /Oh/)
Termination Events. Should this Agreement become effective ------------------ pursuant (a) If (i) all of either Related Premises shall be taken by a Taking or (ii)(A) any substantial portion of either Related Premises shall be taken by a Taking or (B) all or any portion of either Related Premises shall be damaged or destroyed by a Casualty and (1) as to such Casualty Tenant shall provide evidence satisfactory to Landlord and Lender that it shall be unable to rebuild such Related Premises by the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes beginning of the Required Banks, may terminate any ninth (9th) calendar month following the date of such Casualty or (2) the Casualty was an earthquake or the insurer is insolvent so that proceeds (exclusive of the obligations required deductible) sufficient to rebuild such Related Premises are not available and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises, (either one or acknowledgments both of the Administrative Agent Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the Banks under this Agreement (including, without limitation, those with respect to the Commitment "Affected Premises" and the No Default Acknowledgment), if any each of the following events described in the above clauses (i) and (ii) shall have occurred or otherwise shall hereinafter be continuing (each, referred to as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "Termination Notice") of the Required Banks, shall have elected Tenant's election to terminate this Agreement upon Lease as to the occurrence Affected Premises in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of any one or more Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least sixty (60) days after the date of the foregoing eventsTermination Notice (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall undertake reject such offer to provide terminate this Lease as to the Guarantor with Affected Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of such terminationLender, not later than forty-five (45) days following the receipt of the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations as to the Affected Property (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations; provided, -------- however, the parties acknowledge that if the Lease is terminated pursuant to this Paragraph 18(c) the Tenant has no obligation to repair or restore any damage to the Leased Premises. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award; provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease shall terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the forty-fifth (45th) day following the receipt of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness of such terminationBasic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the percentage set forth on Exhibit "F" for the Remaining Premises.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following b) A Termination Notice shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
contain (i) A Cash Collateral Pledgor shall have failed timely notice of Tenant's intention to deposit with terminate this Lease on the D&O Cash Collateral Agent: first Basic Rent Payment Date which occurs at least sixty (A60) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation days after receipt of the provisions of Article II of Termination Notice (the Appendix), in each case within 5 days of the date it is due; or (ii"Termination Date") the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for a binding and irrevocable offer of Tenant to ---------------- pay to Landlord the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;Amount.
(8) Any event c) If Landlord shall reject such offer to pay the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of Lender, not --------- later than thirty (30) days following the receipt of the Termination Notice, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after written notice the Termination Date on which Tenant has satisfied all Monetary Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by the Administrative Agent Landlord. Notwithstanding anything to the Guarantor. Where contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agentdate when this Lease would otherwise terminate as provided above, upon Landlord shall not have received the affirmative votes full amount of the Required BanksNet Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award (but in no event shall any such extension exceed a maximum of three months) provided that, if Tenant has not satisfied all Monetary Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Monetary Obligations.
(d) Unless Tenant shall have elected to terminate this Agreement upon received a Rejection not later than the occurrence of any one or more thirtieth (30th) day following receipt of the foregoing eventsTermination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Administrative Agent Termination Date, Tenant shall undertake pay to provide Landlord the Guarantor with written notice of such termination; providedTermination Amount and all remaining obligations (including Monetary Obligations) and, -------- howeverif requested by Tenant, that Landlord shall pay to or assign to Tenant Landlord's entire interest in and to the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationNet Award.
Appears in 1 contract
Termination Events. Should (a) any Consenting Creditor has materially breached any representation, covenant or other material provision of this Agreement, if such breach has not been duly waived by the Debtors or cured within five (5) Business Days after written notice from the Debtors to the breaching Consenting Creditor, with a copy to Milbank and Xxxxxx Xxxxx;
(b) any Debtor has materially breached any representation, covenant or other material provision of this Agreement, if such breach has not been duly waived by a Majority of the Requisite Consenting Creditors or cured within five (5) Business Days after written notice to AMR from a Majority of the Requisite Consenting Creditors;
(c) the Merger Agreement shall have been terminated or either the Debtors or US Airways publicly announce their intent to terminate the Merger Agreement;
(d) the PSA Order shall not have been entered by the Bankruptcy Court on or prior to May 15, 2013, unless such period is extended by a Majority of the Requisite Consenting Creditors;
(e) the Plan and Disclosure Statement shall not have been filed with the Bankruptcy Court on or prior to June 15, 2013, unless such period is extended by a Majority of the Requisite Consenting Creditors; This Agreement and the obligations of the Parties hereunder may be terminated by mutual written agreement of the Debtors and a Majority of the Consenting Creditors. In addition, this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
terminated on one (1) The Guarantor Business Day’s written notice:
(f) the Bankruptcy Court shall have failed to enter the Disclosure Statement Order on or prior to September 15, 2013, unless such date is extended by a Majority of the Requisite Consenting Creditors;
(g) the Plan Effective Date shall not have paid occurred on or prior to the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days ten (10)- month anniversary of the date it of the Merger Agreement, unless such date is dueextended by the Debtors and a Majority of the Requisite Consenting Creditors; provided, however, that such date may not be extended beyond the twelve (12)-month anniversary of the date of the Merger Agreement;
(h) the volume weighted average price of US Airways’s common stock for the thirty (30) trading days ending on the last trading day immediately prior to the date of such termination is less than $10.40;
(i) A Cash Collateral Pledgor shall have failed timely the Debtors withdraw the Plan or otherwise publicly announce their intent to deposit no longer pursue the Plan;
(j) any Definitive Document is filed, amended or modified in any material respect that is inconsistent with this Agreement and, in the D&O Cash Collateral Agent: case of the material terms and conditions of the Plan, the Confirmation Order, the PSA Order and the Surviving Company Certificate otherwise not, in form and substance, reasonably acceptable to counsel to the Ad Hoc Committee in consultation with Xxxxxx Xxxxx;
(Ak) the DecemberBankruptcy Court has entered an order with respect to AMR, 2000 Cash Collateral DepositAmerican Airlines, Inc. or American Eagle Airlines, Inc. in the Chapter 11 Case with respect to such Person appointing (i) a trustee under chapter 7 or chapter 11 of the Bankruptcy Code, (Bii) any C-T Borrower Cash Collateral Deposit, a responsible officer or (Ciii) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)an examiner, in each case within 5 days with enlarged powers relating to the operation of the date it is due; or business (iipowers beyond those set forth in sub-clauses (3) and (4) of section 1106(a) of the Collateral Agent shall not have an exclusive, perfected first security interest in Bankruptcy Code) under section 1106(b) of the Cash Collateral DepositsBankruptcy Code;
(3l) Any "Event the Chapter 11 Case of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;AMR, American Airlines, Inc. or American Eagle Airlines, Inc. is dismissed; and
(4m) There shall have been entered any final judgment, or injunction, or other order by any court enjoininghas entered a final, prohibiting, discontinuing non-appealable judgment or otherwise impairing the validity or enforceability of order declaring this Agreement, the Existing Guaranty, the CIHC Guaranty, Agreement or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not portion hereof to be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationunenforceable.
Appears in 1 contract
Samples: Support and Settlement Agreement
Termination Events. Should The occurrence of any of the following events shall ------------------ constitute a "TERMINATION EVENT" within the meaning of this Agreement:
a. The failure by the Borrower or any Guarantor to satisfy all of the terms and conditions of this Agreement become effective ------------------ pursuant to as and when due.
b. The occurrence of any Event of Default (other than Existing Defaults and after taking into account the provisions of Section 8 Paragraph 5(h)(i) hereof).
c. There shall occur any material adverse change in the business, financial condition, assets or operations of the Borrower and its Subsidiaries, taken as a whole, after the date hereof, as determined by the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks acting in good faith and in a commercially reasonable manner. The occurrence of a Termination Event shall also constitute an immediate Event of Default under this Agreement (includingthe Loan Agreement, without limitationadditional notice or grace. Upon the occurrence of a Termination Event, those with respect the Majority Banks may, at their option, terminate the Forbearance Period and may exercise any or all of their rights and remedies on default to which the Commitment Agent or any Bank is, or to which the Agent or any Bank would be entitled against the Borrower or any Guarantor. Without limiting the foregoing, at the election of the Majority Banks, (a) the Commitments may be terminated and the No Default Acknowledgment), if any of the following shall have occurred or otherwise Banks shall be continuing relieved of all obligations to make Loans and of all further obligations to cause Letters of Credit to be issued, and (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (Ab) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by may exercise all rights and remedies against the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent Collateral and the Banks accept such covenants and (ii) moreoverGuarantors' Collateral, for provided that ------------- the purposes of determining whether a Termination Event has occurred as a result of any events of default under foregoing shall not be deemed to modify the Existing Guaranty arising from the incorporation automatic termination of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur Commitments and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes acceleration of the Required Banks, shall have elected to terminate this Agreement Obligations upon the occurrence of any one or more an Event of Default under (S)(S)7.1(g) and (h) of the foregoing events, Loan Agreement. Any notice required by this provision shall be given in accordance with Section 9.1 of the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide Loan Agreement and such notice shall ------- not affect be deemed received as provided for in any manner the effectiveness of such terminationsaid provision.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if If any of the following shall have occurred or otherwise shall be continuing events (each, a "an “Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof”) shall occur and be continuing;:
(4i) There shall have been entered the occurrence of any final judgment, or injunction, or other order by Event of Default; or
(ii) the occurrence of any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this AgreementKey Person Event; or
(iii) on any Determination Date, the Existing GuarantyPortfolio Yield does not equal or exceed 8.0% and such failure continues on the next succeeding Determination Date; or
(iv) the Rolling Three-Month Default Ratio shall exceed 7.5%; or
(v) the Rolling Three-Month Charged-Off Ratio shall exceed 5.0%; or
(vi) on any Determination Date, the CIHC GuarantyInterest Coverage Ratio does not equal or exceed 150%; or
(vii) on any Determination Date, the Asset Coverage Ratio does not equal or exceed 200%; or
(viii) the Tangible Net Worth of the Originator at the end of any of the other documents contemplated by this Agreement, or any Originator’s fiscal quarters shall be less than $235,000,000; or
(ix) the Originator ceases to be an “investment company” that has elected to be regulated as a “business development company” within the meaning of the transactions contemplated by this Agreement;1940 Act or to be qualified as a “regulated investment company” for purposes of the Code; or
(5x) The Planon any date prior to the Effective Date, having substantially the same material terms as set forth portion of the Prefunding Deposit remaining on Schedule III hereto, deposit in the Collection Account has been reduced to zero; or
(xi) the Effective Date shall not be in place have occurred on or before December 31prior to June 6, 20002008, orthen, if and in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreementsuch event, the Administrative Agent and shall, at the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes request of the Required BanksLenders, shall or may, in its discretion, by notice to the Borrower declare the Termination Date to have elected to terminate this Agreement upon the occurrence occurred, without demand, protest or future notice of any one kind, all of which are hereby expressly waived by the Borrower; provided, that in the event that the Termination Event described in subsection (i) herein has occurred, the Termination Date shall automatically occur, without demand, protest or more any notice of any kind, all of which are hereby expressly waived by the foregoing eventsBorrower. Upon its receipt of written notice thereof, the Administrative Agent shall undertake promptly notify each Lender of the occurrence of any Termination Event. Notwithstanding the foregoing, clauses (iii) through (vi) above shall be inapplicable prior to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationEffective Date.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Termination Events. Should this Agreement become effective ------------------ If any of the following events (each a “Termination Event”) shall occur:
(a) the average of the Dilution Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 3.00% or (ii) otherwise, 2.00%;
(b) the average of the Days Sales Outstanding for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 70.00 days or (ii) otherwise, 65.00 days;
(c) the average of the Delinquency Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 9.00% or (ii) otherwise, 5.00%;
(d) the average of the Loss Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 6.00% or (ii) otherwise, 4.00%;
(e) Receivables cease being sold or contributed by any Originator to the Borrower pursuant to the provisions of Section 8 hereof, Purchase and Sale Agreement;
(f) any PG&E Party makes any material change in the Administrative Agent, upon Credit and Collection Policy without the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments prior written consent of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is dueMajority Group Agents;
(g) (i) A Cash Collateral Pledgor the Collection Account Agent shall have failed timely fail to deposit with perform or observe any term, covenant or agreement under the D&O Cash Collateral Agent: Intercreditor Agreement, and such failure, solely to the extent capable of cure, shall continue for three (A3) the DecemberBusiness Days, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Collection Account Agent shall not fail to deliver a “Notice of Sole Control”, a “Notice of Exclusive Control”, a “Notice of Control” or other notice of control to each Collection Account Bank in accordance with each of the Collection Account Control Agreements within two (2) Business Days following receipt by the Collection Account Agent of a Control Direction delivered to the Collection Account Agent by the Administrative Agent or (iii) Citibank, N.A. shall resign as Collection Account Agent, and no successor Collection Account Agent reasonably satisfactory to the Administrative Agent and the Majority Group Agents shall have an exclusive, perfected first security interest in the Cash Collateral Depositsbeen appointed;
(3h) Any "Event the Intercreditor Agreement, at any time after its execution and delivery and for any reason other than satisfaction in full of Default" under Section 5.01 all the Borrower Obligations, ceases to be in full force and effect; or the Collection Account Agent (or any of the Appendix (as incorporated herein pursuant to Section 7 hereofits Affiliates) shall occur and be continuing;
(4) There shall have been entered contests in any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing manner in writing the validity or enforceability of this the Intercreditor Agreement, ; or the Existing Guaranty, Collection Account Agent denies in writing that it has any or further obligation under the CIHC Guaranty, or any of the other documents contemplated by this Intercreditor Agreement, or purports in writing to revoke, terminate or rescind the Intercreditor Agreement; or
(i) if a Stop Sweeping Event has occurred and is continuing, the Remaining Transfer Amount of Collections for any of Business Day is not transferred to the transactions contemplated by this Agreement;
Borrower Accounts within five (5) The PlanBusiness Days of such Business Day and such failure is not remedied within ten (10) Business Days; then, having substantially the same material terms as set forth on Schedule III hereto, shall not be and in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreementsuch event, the Administrative Agent and may (or, at the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation direction of the covenants from any other credit agreement, Majority Group Agents shall) by notice to the covenants set forth Borrower declare the Termination Date to have occurred (in which case the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default Termination Date shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent deemed to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationoccurred).
Appears in 1 contract
Termination Events. Should This Agreement may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement become because of a Force Majeure Event and such inability to perform lasts for not less than a total of 90 (ninty) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Event coming to an end in the near future, the Non- Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) subject to Clause5.2, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(e) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(f) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(g) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non- Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(h) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to SCCL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes clauses 3.4 and 3.5.4 of the Required BanksScheme Document) ceases to be true and correct or is found to be misleading, may untrue or incorrect, then the Seller shall have the right to terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(i) A Cash Collateral Pledgor shall have failed timely subject to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Clause 15, in each case within 5 days of the date it is due; or (ii) event that the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor Purchaser (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred new entity formed as a result of any events of default under the Existing Guaranty arising from the incorporation change in Control of the covenants from Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other credit agreementconditions specified herein, then the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, Seller shall have elected the right to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, 30 (thirty) days to the Purchaser;
(j) in the event that the Administrative Agent's failure Specified End Use Plant ceases to provide such remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(k) post expiry of the Lock-in Period, the Purchaser shall ------- not affect in be entitled to terminate this Agreement for any manner reason whatsoever, by giving a prior written notice of 3 (three) months to the effectiveness of such terminationSeller; and/ or
(l) pursuant to Clause2.3, Clause 4.3.1, Clause 4.4 and Clause 15.3.
Appears in 1 contract
Samples: E Fuel Supply Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereofentire Leased Premises shall be taken by a Taking, the Administrative Agent, upon the affirmative votes or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in either such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
(1) The Guarantor , then Tenant shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofoption, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount, and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant ("Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises, and (iii) the Administrative Agent Net Award shall undertake be retained by Landlord. Notwithstanding anything to provide the Guarantor contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to the day after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant has received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; providedParagraph 20, -------- howeverand if requested by Tenant, that shall convey to Tenant the Administrative Agent's failure to provide such notice shall ------- not affect in any manner Leased Premises or the effectiveness of such terminationremaining portion, thereof, if any.
Appears in 1 contract
Samples: Lease Agreement (Input Output Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will be unable to return to operations of Tenant’s business for a period in excess of twenty-four (24) months from the Collateral Agent shall not have an exclusive, perfected first security interest date of such Casualty or Taking (any one or all of the Related Premises described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for above being hereinafter referred to as the purposes “Affected Premises” and each of determining whether a Termination Event has occurred the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within forty-five (45) days after Tenant receives a Condemnation Notice or forty-five (45) days after the Casualty, as the case may be, to give to Landlord written notice by (a “Termination Notice”) in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon Lease as to the occurrence Affected Premises.
(b) A Termination Notice shall contain (i) notice of any one or more Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least thirty (30) days after the date of the foregoing eventsTermination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall undertake reject such offer to provide accept payment of the Guarantor with Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”) which Rejection shall contain the written consent of Lender to reject Tenant’s offer to pay the Termination Amount, not later than thirty (30) days following the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such terminationtermination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event through no fault of Landlord, then the date on which this Lease is to terminate with respect to the Affected. Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the date of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20, together with all of Landlord’s rights or interest in and to the Net Award.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, (i) this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of the percentages set forth on Exhibit “F” for the Remaining Premises and (ii) Tenant shall not affect in any manner have the effectiveness of right or option to purchase such terminationRelated Premises pursuant to Paragraph 38 hereof.
Appears in 1 contract
Samples: Lease Agreement (Pw Eagle Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant Subject in each case to the provisions of Section 8 hereof, the Administrative Agent, this Plan Support Agreement may be terminated in accordance with Section 8 hereof upon the affirmative votes occurrence of the Required Banks, may terminate any of the obligations or acknowledgments following events (each, a “Termination Event”):
a. Any of the Administrative Parties shall have breached any of its material obligations under this Plan Support Agreement as set forth herein;
b. The Debtors fail to file the Authorization Motion, in form and substance reasonably acceptable in all material respects to the Almatis Group, the Requisite Junior Lenders (as defined below) and DIC, in the Bankruptcy Court by the date that is three (3) business days after the latest to occur of (i) the execution and delivery of (A) the Equity Commitment Letter by DIC, and (B) the Escrow Agreement by the parties thereto and (ii) the deposit by DIC of the Equity Contribution with the Escrow Agent pursuant to the Escrow Agreement. ;
c. The Authorization Order shall not have been entered by the Bankruptcy Court within twenty-one (21) days after filing of the Authorization Motion;
d. The Debtors fail to file the Amended Plan and the Banks Amended Disclosure Statement, which as to the Amended Disclosure Statement and any amendments or modifications thereto must be in form and substance reasonably acceptable in all material respects to the Almatis Group, the Requisite Junior Lenders (as defined below), and DIC, in the Bankruptcy Court within five (5) business days of the entry of the Authorization Order;
e. The order (i) approving the Amended Disclosure Statement and the solicitation procedures and materials, and (ii) setting a hearing to confirm the Amended Plan (the "Disclosure Statement Order") in form and substance reasonably acceptable in all material respects to the Almatis Group, those Supporting Junior Prepetition Lenders holding at least 66⅔% of the outstanding principal amount of each of the Second Lien Credit Facility, Mezzanine Credit Facility, and Junior Mezzanine Credit Facility (determined on a separate facility by facility basis) held by all Supporting Junior Prepetition Lenders who are Parties hereto (the “Requisite Junior Lenders”) and DIC, shall not have been entered by the Bankruptcy Court within sixty (60) days after filing of the Amended Disclosure Statement;
f. Solicitation pursuant to the Amended Disclosure Statement with respect to the Amended Plan has not commenced on or before the date which is five (5) business days after the Bankruptcy Court’s entry of the Disclosure Statement Order;
g. The order (the “Confirmation Order”) confirming the Amended Plan and approving all exhibits, appendices, Amended Plan supplement documents, and all related documents, each (including the Confirmation Order) in form and substance reasonably acceptable in all material respects to the Almatis Group, the Requisite Junior Lenders and DIC, shall not have been entered by the Bankruptcy Court within sixty (60) days after entry of the order approving the Amended Disclosure Statement.
h. The Confirmation Order, once entered, shall have been modified, amended, reversed, or vacated in any material respect without the prior written consent of the Requisite Junior Lenders and DIC;
i. Any of the Chapter 11 Cases shall have been dismissed or converted to a case under chapter 7 of the Bankruptcy Code;
j. An order shall have been entered and become a final, nonappealable order (the “Final Order”) declaring this Plan Support Agreement to be unenforceable;
k. Entry of an order by the Bankruptcy Court denying confirmation of the Amended Plan;
l. The Effective Date of the Amended Plan shall not have occurred within thirty (30) days after the Confirmation Order becomes final and nonappealable or, if earlier, one hundred eighty (180) days after entry of the Confirmation Order
m. Any Affiliate files, propounds, or otherwise supports any plan of reorganization in the Chapter 11 Cases other than the Amended Plan or files any motion or pleading with the Bankruptcy Court that is not consistent in any material respect with this Plan Support Agreement or the Amended Plan;
n. The Almatis Group withdraws the Amended Plan or publicly announces its intention not to support the Amended Plan;
o. The Almatis Group (acting by their respective boards of directors (or equivalent) or otherwise), or any member thereof, has determined in good faith, after consultation with its outside legal counsel, that continued performance of its obligations under this Plan Support Agreement or any actions contemplated thereby, including, the filing and prosecution of the Amended Plan as provided herein, would or would be reasonably likely to cause a breach of any applicable law (including any actions that would or would be reasonably likely to be contrary to the duties (including, without limitation, those the fiduciary duties) of the directors, managers, or officers (or their equivalent)) or any order or direction of any court or any governmental body would or would be reasonably likely to result in a significant risk of liability (whether criminal, civil, or otherwise) to any director, manager, or officer (or its equivalent) of any such member;
p. Except as contemplated by this Plan Support Agreement or the Amended Plan, insolvency or similar proceedings are commenced by or against any Affiliate in a jurisdiction other than the United States of America unless such insolvency or similar proceedings are discharged, stayed, or dismissed or a plan that supports the Amended Plan is filed in the respective proceeding, within thirty (30) days of commencement, and with respect to the Commitment and the No Default Acknowledgment), if any member of the following shall have occurred or otherwise shall be continuing Almatis Group organized under the laws of the Federal Republic of Germany (each, a "Termination Event)": -----------------
“German Company”) only, an insolvency plan (1Insolvenzplan) The Guarantor shall have failed to have paid has been filed that supports the Commitment Fee, Amended Plan by the Acknowledgment Fee, or any amount owing relevant German Company with the formal support (expressed in writing) by it pursuant to Section 6(cthe preliminary insolvency trustee (vorlaeufiger Insolvenzverwalter) hereof, and the preliminary creditors committee (vorlaeufiger Glaeubigerausschuss) within five sixty (60) days of the filing of the insolvency petition; or
q. There shall occur an event which, alone or together with other events, has, or could reasonably be expected to have, a Material Adverse Effect (defined below) on the business, assets, or operations of the Almatis Group. For purposes of this Plan Support Agreement, “Material Adverse Effect” means a material adverse effect occurring after the date it is due;
of execution of this Plan Support Agreement on (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: business or condition (Afinancial or otherwise) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Almatis Group, in each case within 5 days of the date it is due; taken as whole, or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 ability of the Appendix Almatis Group to consummate the transactions contemplated herein or to perform its obligations hereunder; provided, however, that none of the following shall be deemed to constitute, and none of the following (or the effects thereof) shall be taken into account in determining whether there has been a Material Adverse Effect: (A) events leading up to the Petition Date, (B) changes in general economic, financial market, business, or geopolitical conditions (other than in China) to the extent that such changes do not disproportionately affect the Almatis Group as incorporated herein compared to other similarly- situated companies (including as to jurisdiction) in its industry, (C) general changes or developments in any of the industries in which the Almatis Group operates to the extent that such changes do not disproportionately affect the Almatis Group as compared to other similarly-situated companies (including as to jurisdiction) in its industry, (D) changes in any applicable laws or applicable accounting regulations or principles or interpretations thereof to the extent that such changes do not disproportionately affect the Almatis Group as compared to other similarly-situated companies in its industry (including as to jurisdiction), (E) national or international political or social conditions, including the engagement by the United States of America in hostilities, whether or not pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgmentthe declaration of a national emergency or war, or injunction, the occurrence of any military or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing terrorist attack upon the validity or enforceability United States of this Agreement, the Existing Guaranty, the CIHC GuarantyAmerica, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment, or personnel of the other documents United States of America, (F) the announcement or pendency of this Plan Support Agreement and the transactions contemplated hereby, (G) the taking of any action contemplated by this AgreementPlan Support Agreement and the other agreements contemplated hereby, (H) except to the extent provided in paragraph (o) of this Section 7, the filing and consequences of a filing, by or against the Almatis Group or any member thereof of an insolvency or similar proceeding in Germany or The Netherlands, (I) changes in general economic, financial market, business, or any geopolitical conditions in China that do not materially adversely affect the business or prospects of the transactions contemplated by this Agreement;
Almatis Group in China or (5J) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationexisting circumstance.
Appears in 1 contract
Samples: Plan Support Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if If any of the following shall have occurred or otherwise shall be continuing events (each, each a "“Termination Event)": -----------------”) shall occur:
(1a) The Guarantor shall have failed to have paid (i) the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days aggregate Net Principal Balance of the date it is due;Eligible Medallion Loans that are Class A Medallions Loans, shall at any time be less than (ii) 80% of the Pledged Receivables Balance; or
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: sum of (A) the December, 2000 Cash Collateral Deposit, aggregate Net Principal Balance of the Eligible Medallion Loans that are Class A Medallions Loans and (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation the aggregate Net Principal Balance of the provisions of Article II of the Appendix)Eligible Medallion Loans that are Class B Medallions Loans, in each case within 5 days of the date it is due; or shall at any time be less than (ii) 85% of the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;Pledged Receivables Balance; or
(3c) Any "any Event of Default" under Section 5.01 ; or
(d) the Termination Date; or
(e) as at the end of any Monthly Period, the average of the Appendix (as incorporated herein pursuant to Section 7 hereof) Delinquency Rates for such Monthly Period and the immediately preceding three Monthly Periods shall occur and be continuing;exceed 6.0%; or
(4f) There shall have been entered as at the end of any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this AgreementMonthly Period, the Existing Guaranty, average of the CIHC GuarantyDefault Rates for such Monthly Period and the immediately preceding three Monthly Periods shall exceed 4.5%; or
(g) a Governmental Authority shall direct that the activities of the Agent or the Lender, or any Affiliate of the other documents Lender or the Agent, contemplated by this Agreement, hereby be terminated (whether or not such direction has the force of law) or any other law, rule or regulation or other action by any Governmental Authority shall occur or be in effect that shall make it unlawful for Medallion Funding, the Borrower, the Lender or the Agent to enter into or perform or exercise any of the transactions contemplated by their respective rights or obligations under this Agreement;Agreement or any other Loan Document; or
(5h) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Lockbox Collection Percentage shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that less than (i) by its terms60% for any Monthly Period from and including the June 2009 through the August 2009, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, 85% for the purposes of determining whether a Termination Event has occurred as a result of September 2009 Monthly Period or (iii) 90% for any events of default under the Existing Guaranty arising from the incorporation of the covenants from Monthly Period after September 2009; then, and in any other credit agreementsuch event, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written Agent may by notice by the Administrative Agent to the Guarantor. Where Borrower, declare the Administrative AgentRevolving Period Termination Date to have occurred, upon whereupon the affirmative votes of the Required Banks, Lender shall have elected no further obligation to terminate this Agreement upon the occurrence of make any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationAdvances hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Medallion Financial Corp)
Termination Events. Should 10.1. CREDITOR may terminate, at its own discretion, this Agreement become effective ------------------ pursuant and exercise any and all remedies under this Agreement and applicable laws, including but not limited to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes acceleration of the Required Banksprincipal amount of the Loan, may terminate including accrued interests, as applicable, on the occurrence of any events hereunder, each of which are events of defaults hereunder:
a) Any breach of the obligations undertaken by BORROWER herein;
b) If any governmental license, consent, authorization, permission, or acknowledgments concession is required by BORROWER for the fulfillment of the Administrative Agent obligations herein is revoked or withheld or materially modified or is not totally and effectively valid.
c) If any order is issued by a qualified court or a resolution is addressed to BORROWER requesting BORROWER to appoint a liquidator, trustee or any similar administrator for a substantial part of the Banks under this Agreement BORROWER’s assets, except for a merger or reorganization (including, without limitation, those with respect to the Commitment and the No Default Acknowledgmentother than insolvency), if such provisions shall be approved in writing by CREDITOR.
d) If BORROWER fails to pay or is unable to fulfill thereof, or admits to being unable to pay the debts on maturity date, or is bankrupt or insolvent, or takes part in any CREDITORS’ composition.
e) If BORROWER terminates or threatens to terminate the business development or a substantial part of the following shall have occurred ore business involving ORE PROPERTIES, or otherwise shall BORROWER’s assets were subject to seizure or appropriation, or
f) If any reproduction, guarantee or statement by BORROWER herein, or in writing hereof is not complied with or proves to be continuing (eachfalse on the date it was produced or repeated.
g) Petition of bankruptcy against the BORROWER.
h) Request of judicial or extrajudicial recovery made by BORROWER.
i) Extinction, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Feeliquidation, the Acknowledgment Feedissolution, voluntary bankruptcy request, adjudication of bankruptcy, or any amount owing analogue procedure that become to be created by it pursuant to Section 6(c) hereoflaw, within five days of the date it BORROWER that is due;not dully elided by the BORROWER within 15 (fifteen) days.
(ij) A Cash Collateral Pledgor shall have failed timely to deposit with If the D&O Cash Collateral Agent: (A) the DecemberBORROWER assigns, 2000 Cash Collateral Deposittotally or partially, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" obligations under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, without previous and express consent of the Existing GuarantyCREDITOR.
k) If BORROWER assigns, leases or transfers any assets that may cause a material adverse impact on the CIHC GuarantyLoan, at the discretion of the CREDITOR.
l) Spin-off, incorporation, merger or any other form of corporate reorganization of the other documents contemplated by this AgreementBORROWER, or any without the prior and written consent of the transactions contemplated by this Agreement;CREDITOR.
(5m) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests If any event of articles 333 and 1.425 of the Administrative Agent and Civil Code occurs.
n) Lawful protest of bills against the Banks BORROWER and/or its controlled which the individual or rescinded by the Guarantor aggregate amount exceeds US$10,000.00 (or enjoined or prohibited by a final judgement entered by any courtten thousand US dollars);.
(6o) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default Early termination of any of its financial obligations hereunder undertaken in other agreements which individual or aggregate amount exceeds US$10,000.00 (ten thousand US dollars).
p) Failure of CREDITOR to enter into the Finance Agreement or default of any CREDITOR’s obligations under the Finance Agreement or any of CREDITOR’S or BORROWER’S obligations under any document relating to the Finance Agreement;
q) If BORROWER disobeys any administrative decision or final and such default shall be continuing for a period unappeallable court decision.
r) Reduction in the capital stock of thirty BORROWER (30unless previously authorized by the CREDITOR).
s) Any change in the financial condition of BORROWER that impacts the compliance of its obligations set forth in this Agreement.
t) If the representations made by BORROWER in this Agreement are false or deceptive, or, in addition, in relevant way, are incorrect, inconsistent or incomplete.
u) if the BORROWER does not renew or cancel, revoke or suspend its authorizations, concessions and licenses, required to the exercise of its activities.
v) any governmental authority act with the purpose of seizure, nationalization, expropriation or in any circumstances acquire, compulsorily, entirety or substantial part of the assets, properties, of the shares of the capital stock of the BORROWER that may substantially affect the payment of its obligations related to this Agreement.
x) If the cameras which monitor the ORE PROPERTIES, the Equipment and/or the GPS installed in it suffer damages, are broken or are not working in an appropriate manner, and the BORROWER does not repair them within 4 (four) business days after written notice of such malfunctioning is given by West Ventures to CREDITOR and BORROWER.
10.1.1 If any of the Administrative Agent events listed in section 10.1 above occurs, CREDITOR may not demand the early termination of this Agreement without the prior and written consent of West Ventures.
10.2. If BORROWER is not in breach the obligations herein, at CREDITOR discretion, and CREDITOR fails to perform the disbursements related to the Guarantor. Where LOAN installments within the Administrative Agentterms set forth in Sections 2.3 and 2.4 without cause (“CREDITOR DEFAULT”), upon then, subject to the affirmative votes penalty in Section 2.4.2 in any disbursement in Section 2.4, BORROWER shall provide written notice to West Ventures of the Required Banks, such CREDITOR DEFAULT and West Ventures shall have elected the right exercisable within 30 days of such notice, to (i) cure the CREDITOR DEFAULT directly to BORROWER; (ii) assume the LOAN obligations directly under this Agreement; or (iii) terminate or amend this Agreement upon (with BORROWER’s consent), at its sole discretion. For the occurrence avoidance of doubt, “cause” as used in this Section 10.2 shall include lack of approval for any one or more of disbursement from West Ventures.
10.2.1 Notwithstanding the foregoing eventsforegoing, in the Administrative Agent shall undertake to provide the Guarantor with written notice of such termination; provided, -------- however, event that the Administrative Agent's failure BORROWER is not able to provide such notice shall ------- not affect in early terminate the Agreement, BORROWER reserves the right to carry out any manner judicial or extrajudicial measures against the effectiveness CREDITOR seeking the full fulfillment of such terminationits obligations under this Agreement.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; taken by a Taking or (ii) any substantial portion of any Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant elects (instead of restoring the Collateral Agent shall not have an exclusiveRelated Premises) to send a notice to Landlord that certifies and covenants to Landlord that it will forever abandon operations at the Related Premises, perfected first security interest (any one or all of the Related Premises described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for above being hereinafter referred to as the purposes "AFFECTED PREMISES" and each of determining whether a Termination Event has occurred the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement"TERMINATION EVENT"), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a "TERMINATION NOTICE") of the Required Banks, shall have elected Tenant's option to terminate this Agreement upon Lease as to the occurrence Affected Premises in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of any one or more Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least thirty (30) days after the date of the foregoing eventsTermination Notice (the "TERMINATION DATE"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall undertake reject such offer to provide terminate this Lease as to the Guarantor with Affected Premises by written notice to Tenant (a "REJECTION"), which Rejection must contain the written consent of Lender if a Lender exists, not later than thirty (30) days following the date Landlord receives the Termination Notice, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "REMAINING OBLIGATIONS") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the date on which Tenant has satisfied all Remaining Obligations. Upon such terminationtermination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord, through no fault of its own, shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to date of the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the date Landlord receives the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee, together with the Net Award, the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on EXHIBIT "F" for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Perry-Judds Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation all of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; Leased Premises shall be taken by a Condemnation or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
any substantial portion (3as mutually and reasonably determined by Landlord and Tenant) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Leased Premises shall be continuing under the Existing Credit Agreement;
taken (7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing either permanently or for a period at least equal to the remainder of the Term) by a Condemnation or (iii) all or any substantial portion (as mutually and reasonably determined by Landlord and Tenant) of the Leased Premises shall be totally damaged or destroyed by a Casualty and, in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the events described in the above clauses (i), (ii), and (iii) shall hereinafter be referred to as a “Termination Event”), then Tenant at Tenant’s election may terminate this Lease by so advising Landlord in a written notice (“Termination Notice”) delivered within thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one the Condemnation or more Casualty in question. In such event this Lease shall terminate on the date of the foregoing eventspertinent Casualty or Condemnation, the Administrative Agent and Rent shall undertake to provide the Guarantor with written notice be appropriately prorated as of such termination; provided, -------- however, that termination date. In the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness event of such terminationtermination all proceeds and awards with respect to the Leased Premises shall be payable to Landlord, provided that in the event of self-insurance, Tenant shall pay to Landlord the proceeds of insurance which would have been paid if there had not been self-insurance, and, notwithstanding any date set forth in the Termination Notice, this Lease shall not terminate (nor shall there be any abatement of Tenant’s obligation to pay Rent) until Landlord receives such payment, in full. Upon such termination of the Lease, Tenant shall have no further obligations under the Lease except for the Surviving Obligations.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Rockwell Automation Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's intention to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if any one Basic Rent or more real estate taxes payable with respect to the Leased Premises which remain due and unpaid on the Termination Date (collectively, "Remaining Obligations"), then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord or Lender, as the case may be, shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord or Lender, as the case may be, of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord or Lender, as the case may be, may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant or its designee the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant or its designee Landlord's entire interest in and to the Net Award (including any portion payable to Lender), all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Termination Events. Should this This Agreement become effective ------------------ pursuant may be terminated prior to Closing and the provisions transactions contemplated hereby may be abandoned:
(a) by either Comcast Subsidiary or Time Warner Cable, at any time after the 9-month anniversary of the Option Exercise Date (the "OUTSIDE CLOSING DATE") if the Closing shall not have occurred by such date; PROVIDED, that if the Closing shall not have occurred by such date by reason of the failure of one or more of the conditions set forth in Sections 8.1(s), 8.1(t), 8.2(i) or 8.2(j), then the Outside Closing Date shall be the 18-month anniversary of the Option Exercise Date; PROVIDED, FURTHER that if by such Outside Closing Date any such conditions remain unsatisfied by reason of the replacement or restoration of assets contemplated by the second proviso of Section 8 hereof12.16(a) or Section 12.16(c) not being completed, then at Comcast Subsidiary's option, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations Outside Closing Date can be extended until such replacement or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it restoration is duecompleted;
(b) at any time, by the mutual agreement of Comcast Subsidiary and Time Warner Cable;
(c) by either Comcast Subsidiary or Time Warner Cable, at any time, if the other is in material breach or default of its respective covenants, agreements, representations, or other obligations herein or in any Transaction Document to which such Person or its Affiliates is a party and such breach or default (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount has not been cured within 30 days after receipt of written notice or such longer period as may be reasonably required to cure such breach or default (PROVIDED, that the breaching or defaulting party shall be deposited pursuant using commercially reasonable efforts to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; cure such breach or default) or (ii) would not reasonably be expected to be cured prior to the Collateral Agent Outside Closing Date; PROVIDED, that if any covenant, agreement, representation or other obligation in this Agreement is qualified by a reference to materiality or Material Adverse Effect, such qualifier shall not have an exclusive, perfected first security interest in the Cash Collateral Depositsbe used without duplication;
(3d) Any "Event of Default" under Section 5.01 of automatically without action by any party hereto if the Appendix (as incorporated herein Option shall terminate pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court2.1(a)(iii);
(6e) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;by Comcast Subsidiary as provided in Section 12.16; or
(7f) Any event By Time Warner Cable upon the occurrence of default under a Time Warner Cable Adverse Tax Event, provided that Time Warner Cable delivers written notice to Comcast Subsidiary of its determination to terminate this Agreement pursuant to this Section 10.1(f) by the Existing Guaranty shall occur and be continuing; it being acknowledged that earlier of (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after the relevant change in Tax Law (or the relevant Proposal Date, if the Comcast Adverse Tax Event is a proposed change in Tax Law) and (ii) the Closing, provided, however, that the Agreement shall not terminate pursuant to this Section 10.1(f) if within thirty (30) days of the receipt of a notice of termination from Time Warner Cable (or if such notice is delivered within thirty (30) days of the Closing, as soon as is reasonably possible prior to the Closing), Comcast Subsidiary provides Time Warner Cable with a written rejection of such notice of termination and agrees to indemnify and hold harmless Time Warner Cable from and against any and all Losses suffered or incurred by Time Warner Cable or any of its Affiliates to the extent attributable to such change in Tax Law as applied to the TWE Redemption and/or the Transactions (a "CHANGE IN LAW INDEMNITY"). The terms, conditions and procedures applicable to any such Change in Law Indemnity shall be governed by the Administrative Agent terms, conditions and procedures applicable to the Guarantor. Where the Administrative Agent, upon the affirmative votes indemnification obligations of Holdco under Section 9.2(a)(i) of the Required Banks, shall have elected to terminate this Agreement Tax Matters Agreement.
(g) By Comcast Subsidiary upon the occurrence of any one a Comcast Adverse Tax Event, provided that by the earlier of (i) thirty (30) days after the relevant change in Tax Law (or more of the foregoing eventsrelevant Proposal Date, if the Administrative Agent shall undertake to provide Comcast Adverse Tax Event is a proposed change in Tax Law) and (ii) the Guarantor with Closing, Comcast Subsidiary provides written notice to Time Warner Cable of such termination; provided, -------- however, that the Administrative Agent's failure its determination to provide such notice shall ------- not affect in any manner the effectiveness of such terminationterminate this Agreement.
Appears in 1 contract
Samples: Tolling and Optional Redemption Agreement (Time Warner Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant ----------------- shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the fonn described in Paragraph 18(b). ------------------
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to ---------------- Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), --------- which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its --------------------- option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Termination Events. Should The Agreement may, by notice given prior to the Closing, be terminated as follows:
(a) Upon the mutual written consent of the Heritage Parties on the one hand and the Prospect Parties on the other hand, this Agreement become effective ------------------ pursuant may be terminated on such terms and conditions as agreed; or
(b) By written notice of the Heritage Parties to the provisions of Section 8 hereof, Prospect Parties if the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate Prospect Parties breach in any material respect any of their representations or warranties or default in any material respect in the obligations observance or acknowledgments in the due and timely performance of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred their covenants or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, agreements herein contained and such breach or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, default shall not be in place on or before December 31, 2000, cured prior to the later of the Closing Date or, if in place on or such notice of breach is given less than thirty (30) days before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall what would otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of the Closing Date, thirty (30) days after written the date of notice of breach or default served by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with Heritage Parties; or
(c) By written notice of the Prospect Parties to the Heritage Parties if the Heritage Parties breach in any material respect any of their representations or warranties or default in any material respect in the observance or in the due and timely performance of any of their covenants or agreements herein contained, and such termination; providedbreach or default will have an immediate, -------- howevermaterial and adverse impact on the Prospect Parties, that and such breach or default shall not be cured prior to the Administrative Agent's failure to provide later of the Closing Date or, if such notice of breach is given less than thirty (30) days before what would otherwise be the Closing Date, thirty (30) days after the date of notice of breach or default served by the Prospect Parties; or
(d) By written notice of either of the Heritage Parties or the Prospect parties to the other if the Closing shall ------- not affect have occurred one hundred twenty (120) days following the date of this Agreement, except as otherwise provided in Section 5.4(d); or
(e) By written notice of the Heritage Parties to the Prospect Parties or by the Prospect Parties to the Heritage Parties if any manner court of competent jurisdiction shall have issued any order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the effectiveness contemplated transactions and such order, decree, ruling or other action is not rescinded or modified to permit the Closing on or before one hundred twenty (120) days following the date of this Agreement; or
(f) By written notice of the Heritage Parties to the Prospect Parties if the Heritage Parties shall elect not to proceed with the Closing following delivery of the Final Prospect Schedules as described in Section 1.6(a) hereof. Notwithstanding the foregoing, no party hereto may effect a termination hereof at such terminationtime such party is in material default or breach of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prospect Medical Holdings Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions (a) If all of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise Leased Premises shall be continuing (eachtaken by a Condemnation, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofTenant shall, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after Tenant receives a Condemnation Notice, give to landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes (a “Termination Notice”) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement Lease with respect to such Leased Premises (the “Affected Premises”).
(b) If a substantial portion of any of the Leased Premises is taken by a Condemnation or all or a substantial portion of any of the Leased Premises is totally damaged or destroyed by a Casualty, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord a Termination Notice with respect to such Affected Premises. If Tenant elects not to give Landlord a Termination Notice, then Tenant shall restore, rebuild or repair such Affected Premises in accordance with Paragraphs 17 and 19.
(c) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease with respect to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the “Termination Date”) and (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount with respect to the Affected Premises. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine Fair Market Value with respect to the Affected Premises.
(d) Landlord shall have the right to accept or reject any one or more of offer by Tenant to pay the foregoing eventsTermination Amount with respect to any Affected Premises. If Landlord desires to reject any such offer, Landlord shall deliver to Tenant, not later than thirty (30) days following the Administrative Agent shall undertake to provide the Guarantor with Fair Market Value Date, written notice of Landlord’s rejection of such offer (a “Rejection Notice”). Any such Rejection Notice shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount set out in the Termination Notice with respect to the Affected Premises. If Landlord rejects Tenant’s offer to pay the Termination Amount with respect to the Affected Premises, this Lease shall terminate with respect to such Affected Premises on the Termination Date. Upon such termination; , (i) Tenant shall pay to Landlord all Monetary Obligations and all other obligations and liabilities under this Lease allocable to the Affected Premises due on or prior to the Termination Date (collectively, “Remaining Obligations”), (ii) all other obligations of Tenant under this Lease with respect to the Affected Premises shall terminate except for any Surviving Obligations, (iii) Tenant shall immediately vacate and shall have no further right, title or interest in or to the Affected Premises, (iv) the Net Award shall be retained by Landlord, and (v) if the 2505 Premises are the Affected Premises, Landlord shall retain any amounts remaining in the Construction Escrow. Notwithstanding anything to the contrary hereinabove contained, (A) if on the Termination Date, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the Termination Date shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award and (B) if on the Termination Date, Tenant has not satisfied all Remaining Obligations allocable to the Affected Premises, then Landlord may, at its option, extend the Termination Date to a date which is no later than the first Basic Rent Payment Date after the date on which Tenant has satisfied all such Remaining Obligations.
(e) If Tenant shall not have received a Rejection Notice by the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted Tenant’s offer to pay the Termination Amount with respect to the Affected Premises. If Landlord accepts or is presumed to have accepted Tenant’s offer to pay the Termination Amount with respect to the Affected Premises then, on the Termination Date, (i) Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations allocable to the Affected Premises and, (ii) Landlord shall (A) disburse to Tenant any amounts remaining in the Construction Escrow and (B) if requested by Tenant, convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20.
(f) In the event of the termination of this Lease as to any Affected Premises as hereinabove provided, -------- however, this Lease shall remain in full force and effect as to the Remaining Premises; provided that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit “F” for the Remaining Premises.
Appears in 1 contract
Samples: Lease Agreement (Greenville Tube CO)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement upon Lease (a "Termination Notice") in the occurrence form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; providedParagraph 20, -------- howeverand cause Lender to assign to Tenant Lender's entire interest, that if any, in and to the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationNet Award.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes (a) If all of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise Leased Premises shall be continuing (eachtaken by a Condemnation, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereofTenant shall, within five days of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after Tenant receives a Condemnation Notice, give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon Lease (a “Termination Notice”).
(b) If fifty percent (50%) or more (but less than all) of the occurrence of any one Leased Premises is taken by a Condemnation or fifty percent (50%) or more of the foregoing eventsLeased Premises is totally damaged or destroyed by a Casualty, Tenant shall have the Administrative Agent option of reconstructing the Leased Premises using the Net Award payable in connection with such Condemnation or Casualty or, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord a Termination Notice. If Tenant elects not to give Landlord a Termination Notice, then Tenant shall undertake to provide restore, rebuild or repair the Guarantor Leased Premises in accordance with written Paragraphs 17 and 19.
(c) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the later to occur of (A) the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date, or (B) the date on which Landlord receives the Net Award (the “Termination Date”), and (ii) a binding and irrevocable commitment of Tenant to pay the Termination Amount on the Termination Date. Promptly upon Landlord’s receipt of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the Leased Premises pursuant to Paragraph 29.
(d) If Tenant delivers a Termination Notice to Landlord, this Lease shall terminate on the Terminate Date; provided that if an Event of Default has occurred and is continuing as of the Termination Date specified in Tenant’s Termination Notice, this Lease shall remain in full force and effect and the Termination Date shall be extended until such termination; providedEvent of Default has been cured by Tenant or waived by Landlord. On the Termination Date, -------- however(i) Tenant shall pay to Landlord all the Termination Amount and all Monetary Obligations due on or prior to the Termination Date (collectively, that “Remaining Obligations”), (ii) all other obligations of Tenant under this Lease shall terminate except for any Surviving Obligations, (iii) Tenant shall immediately vacate and shall have no further right, title or interest in or to the Administrative Agent's failure Leased Premises, and (iv) the Net Award shall be retained by Landlord. Notwithstanding anything to provide the contrary hereinabove contained, if on the Termination Date, Tenant has not satisfied all Remaining Obligations, then Landlord may, at its option, extend the Termination Date to a date which is no later than the first Basic Rent Payment Date after the date on which Tenant has satisfied all such notice shall ------- not affect in any manner the effectiveness of such terminationRemaining Obligations.
Appears in 1 contract
Samples: Lease Agreement (P&f Industries Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If (i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation all of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; Leased Premises shall be taken by a Condemnation or (ii) any substantial portion of the Collateral Agent Leased Premises shall not have an exclusivebe taken by a Condemnation or all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, perfected first security interest in such case described in clause (ii), Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises, (each of the events described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon Lease (a “Termination Notice”) provided that if a Termination Notice is not sent this Lease shall remain in full force and effect in accordance with its terms.
(b) A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the occurrence of any one or more first Basic Rent Payment Date which occurs at least sixty (60) days after the date of the foregoing eventsTermination Notice (the “Termination Date”), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall undertake reject such offer to provide the Guarantor with terminate this Lease pursuant to Paragraph 18(b) above by written notice to Tenant (a “Rejection”), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the receipt by Landlord of the Termination Notice, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, “Remaining Obligations”) on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination; providedtermination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, -------- however(ii) Tenant shall immediately vacate and shall have no further right, that title or interest in or to any of the Administrative Agent's failure Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to provide the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such notice date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall ------- have received a Rejection not affect later than the thirtieth (30th) day following the receipt by Landlord of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted or presumed accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord’s entire interest in any manner and to the effectiveness of such terminationNet Award, all in accordance with Paragraph 20.
Appears in 1 contract
Termination Events. Should By notice given prior to or at the Closing, subject to Section 11.2, this Agreement become effective ------------------ pursuant to the provisions may be terminated as follows:
(a) by Mitek if a material Breach of Section 8 hereof, the Administrative Agent, upon the affirmative votes any provision of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement has been committed by Parascript, is not cured by Parascript within thirty (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(130) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the delivery of a written notice of such material Breach by Mitek to Parascript, and such material Breach has not been waived by Mitek;
(b) by Parascript if a material Breach of any provision of this Agreement has been committed by Mitek, is not cured by Mitek within thirty (30) days of the delivery of a written notice of such material Breach by Parascript to Mitek, and such material Breach has not been waived by Parascript;
(c) by Mitek if any condition in Article 9 is or becomes impossible (other than through the failure of Mitek to comply with its obligations under this Agreement), and Mitek has not waived such condition on or before such date;
(d) by Parascript if any condition in Article 10 is or becomes impossible (other than through the failure of Parascript to comply with its obligations under this Agreement), and Parascript has not waived such condition on or before such date;
(e) by Mitek if Mitek determines reasonably and in good faith that the Supplemental Disclosure Letter delivered by Parascript reflects any material adverse change to the business, financial condition, or results of operations of Parascript. Notwithstanding anything in Section 11.2 to the contrary, if such matter disclosed in the Supplemental Disclosure Letter of Parascript constitutes a New Matter, then termination shall be Mitek’s sole remedy;
(f) by Parascript, if Parascript determines reasonably and in good faith that the Supplemental Disclosure Letter delivered by Mitek reflects any material adverse change to the business, financial condition or results of operations of Mitek. Notwithstanding anything in Section 11.2 to the contrary, if such matter disclosed in the Supplemental Disclosure Letter of Mitek constitutes a New Matter, then termination shall be Parascript’s sole remedy;
(g) by mutual consent of Mitek and Parascript;
(h) by Mitek if the Closing has not occurred on or before March 31, 2007, or such later date it as the parties may agree upon, unless Mitek is duein material Breach of this Agreement;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with by Parascript if the D&O Cash Collateral Agent: (A) the DecemberClosing has not occurred on or before March 31, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment2007, or injunctionsuch later date as the parties may agree upon, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability unless Parascript is in material Breach of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5j) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on by either Mitek or before December 31, 2000, orParascript, if in place on the Contemplated Transactions shall fail to receive the requisite vote for approval and adoption by the stockholders of Mitek or before that datethe Members;
(k) by Parascript, subsequently shall have been modified if (i) the Board of Directors of Mitek withdraws, modifies or changes its recommendation of the Contemplated Transactions in a manner materially adverse to the interests Parascript or shall have resolved to do any of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuingforegoing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes Board of determining whether a Termination Event has occurred as a result Directors of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix Mitek shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent have recommended to the Guarantor. Where the Administrative Agent, upon the affirmative votes stockholders of the Required Banks, Mitek any Competing Transaction or shall have elected resolved to terminate this Agreement upon the occurrence of any one do so; (iii) a tender offer or exchange offer for 20% or more of the foregoing eventsoutstanding shares of capital stock of Mitek is commenced, and the Administrative Agent Board of Directors of Mitek does not recommend that stockholders not tender their shares into such tender or exchange offer or; (iv) any Person (other than Parascript or an affiliate thereof, or any stockholder of Parascript as of the date of this Agreement) shall undertake have acquired beneficial ownership or the right to provide acquire beneficial ownership of, or any “group” (as such term is defined under Section 13(d) of the Guarantor with written notice Exchange Act and the rules and regulations promulgated thereunder), shall have been formed which beneficially owns, or has the right to acquire beneficial ownership of, 20% or more of such termination; providedthe then outstanding shares of capital stock of Mitek;
(l) by Mitek, -------- however, that if the Administrative Agent's failure Manager or managing board of Parascript (or any equivalent managing body) shall have recommended to provide such notice the Members of Parascript any Competing Transaction or shall ------- not affect in any manner the effectiveness of such terminationhave resolved to do so.
Appears in 1 contract
Samples: Merger Agreement (Mitek Systems Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
If either (i) A Cash Collateral Pledgor all of any Related Premises shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberbe taken by a Taking, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) any substantial portion of any Related Premises shall be taken by a Taking and Tenant certifies and covenants to Landlord that it will forever abandon operations at the Collateral Agent shall not have an exclusiveRelated Premises, perfected first security interest (any one or all of the Related Premises described in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that above clauses (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreoverabove being hereinafter referred to as the “Affected Premises” and each of the events described in the above clauses (i), for the purposes of determining whether a Termination Event has occurred and (ii) shall hereinafter be referred to as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement“Termination Event”), the covenants set forth then (x) in the Appendix shall control;
case of (8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9i) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default above, Tenant shall be continuing for a period of obligated, within thirty (30) days after Tenant receives a Condemnation Notice, and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice to give to Landlord written notice by in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant’s election to terminate this Agreement upon Lease as to the occurrence Affected Premises (a “Termination Notice”). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (A) notice of any one or more Tenant’s intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least thirty (30) days after delivery of the foregoing eventsCondemnation Termination Notice (the “Termination Date”), and (B) if the Termination Event is an event described in Paragraph 18(a)(ii), the Administrative Agent certification and covenants described therein.
(c) If Tenant delivers a Termination Notice, then this Lease shall undertake terminate as to provide the Guarantor with written notice of such terminationAffected Premises on the Termination Date; provided, -------- howeverthat if Tenant has not satisfied all Monetary Obligations which have arisen as to the Affected Premises (collectively, “Remaining Obligations”) on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises, and (iii) the Net Award shall be retained by Landlord.
(d) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises exclusive of such terminationthe Basic Rent allocated to the Affected Premises under Paragraph I of Exhibit “D”.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) all of either Related Premises shall be taken by a Condemnation or (ii) any Requisition occurs which continues either for more than six (6) months or beyond the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes expiration of the Required BanksTerm (except for the Red Mountain Freeway Condemnation) or (iii) any substantial portion of any Related Premises shall be taken by a Condemnation or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, may terminate in any such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Related Premises, (any one or all of the obligations or acknowledgments Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises") and each of the Administrative Agent and events described in the Banks under this Agreement above clauses (including, without limitation, those with respect to the Commitment and the No Default Acknowledgmenti), if any of the following (ii) and (iii) shall have occurred or otherwise shall hereinafter be continuing (each, referred to as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) or (iii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by (a "Termination Notice") in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement upon Lease as to the occurrence Affected Premises.
(b) A Termination Notice shall contain (i) notice of any one or more Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least thirty (30) days after Landlord's receipt of the foregoing eventsTermination Notice (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii) or 18(a)(iii), the Administrative Agent certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall undertake reject such offer to provide terminate this Lease as to the Guarantor with Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if and for so long as Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than thirty (30) days after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such terminationtermination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Affected Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following receipt of a Termination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, all in accordance with Paragraph 20.
(e) In the event of the termination of this Lease as to the Affected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided, -------- however, that the Administrative Agent's failure Basic Rent for the Remaining Premises to provide be paid after such notice termination shall ------- not affect in any manner be the effectiveness Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by a percentage equal to the sum of such terminationthe percentages set forth on Exhibit "F" for the Remaining Premises.
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If either (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor above, Tenant shall have failed timely to deposit with be obligated, within ninety (90) days after Tenant receives a Condemnation Notice and (y) in the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation case of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) above, Tenant shall have the Collateral Agent shall not have an exclusiveoption, perfected first security interest within ninety (90) days after Tenant receives a Condemnation Notice or ninety (90) days after the Casualty, as the case may be, to give to Landlord written notice in the Cash Collateral Deposits;form described in Paragraph 18(b) of the Tenant's election to terminate this Lease (a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the Leased Premises in accordance with Paragraphs 17 and 19.
(3b) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) A Termination Notice shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that contain (i) by its termsnotice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreovera binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), for the purposes certification and covenants described therein and a certified resolution of determining whether the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Event has occurred as a result of any events of default under Notice, Landlord and Tenant shall commence to determine the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;Fair Market Value.
(8) Any event c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of default under Lender to Landlord's rejection of Tenant's offer to pay the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of Termination Amount, not later than thirty (30) days after written notice by following the Administrative Agent Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the GuarantorTermination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Where the Administrative AgentUpon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, upon the affirmative votes (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Required BanksLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have elected received a Rejection and, on the date when this Lease would otherwise terminate, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate this Agreement upon shall be automatically extended to the occurrence of any one or more first Basic Rent Payment Date after the receipt by Landlord of the foregoing eventsfull amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the Administrative Agent date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall undertake have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to provide have accepted such offer from Tenant to pay the Guarantor Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 15 Inc)
Termination Events. Should Subject to Clause 17.1, this Agreement become may be terminated in the following events and in the manner specified hereunder:
(a) in the event that the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Act and such inability to perform lasts for not less than a total of 90 (ninety) days in any continuous period of 180 (one hundred eighty) days, and in the considered assessment of the other Party (“Non-Affected Party”) there is no reasonable likelihood of the Force Majeure Act coming to an end in the near future, the Non-Affected Party shall have the right to terminate this Agreement by giving at least 90 (ninety) days prior written notice to the Affected Party of its intention to so terminate this Agreement. In such an event, the termination shall take effect on expiry of the notice period or 90 (ninety) days whichever is later and the Parties shall be absolved of all rights/obligations under this Agreement, save those that had already accrued as on the effective ------------------ date of termination of the Agreement;
(b) in the event that the Purchaser is prevented /disabled under Applicable Law from using the Coal delivered to it under this Agreement, for reasons beyond its control, owing to changes in applicable environmental and/or statutory norms, howsoever brought into force, the Purchaser shall have the right to terminate this Agreement by giving a prior written notice of not less than 30 (thirty) days to the Seller;
(c) in the event of any material change in the Coal distribution system of the Seller due to Applicable Laws or a Government directive/ notification at any time after the Signature Date, the Seller shall within 7 (seven) days of introduction of such change provide a written notice to the Purchaser calling for a joint review of this Agreement. If the Parties are unable to arrive at a mutually agreed position with respect to the subject matter of review, within a period of 30 (thirty) days from the date of the above mentioned notice, the Seller shall have the right to terminate the Agreement subject to a further written notice of 30 (thirty) days being given in writing to the other Party without any obligation/liability whatsoever;
(d) in the event that the Level of Delivery falls below 30% (thirty per cent.) or the Level of Lifting falls below 30% (thirty per cent.), the Purchaser or the Seller, as the case may be, shall have the right to terminate this Agreement after providing the other Party with prior written notice of not less than 30 (thirty) days. However, such notice is to be issued within 60 (sixty) days of the end of the relevant Year; provided that the Seller shall not have a right to terminate the Agreement pursuant to this sub-clause in the event that the Level of Lifting by the Purchaser falls below 30% (thirty per cent.) solely on account of the fact that the Purchaser has been unable to lift the Scheduled Quantity due to shortfall in the quantity necessary for formation of rake for transportation through rail mode; In the event the Level of Lifting falls below 30% (thirty per cent.) and the FSA is liable for termination, the Purchaser can keep their FSA alive by paying applicable Penalty as calculated in terms of clause 5.6 or Security Deposit(Performance Security) amount whichever is higher. The willing bidders shall have to request concerned coal companies within 30 days of completion of relevant financial year for availing such optional facility providing an undertaking that they shall pay applicable penal amount. The FSAs shall be revived after receipt of the required penal amount. No backlog quantity shall be admissible. There shall not be any financial liability for either parties during the dormant period of the FSA
(e) subject to Clause 5.3, in the event that the Purchaser resells or diverts the Coal purchased under this Agreement to any Third Party, the Seller shall have the right to terminate this Agreement after giving the Purchaser a due opportunity of being heard on the matter;
(f) in the event of invocation of the Performance Security or suspension of Coal supplies pursuant to Clause 14, the Seller shall have the right to terminate this Agreement by providing prior written notice of 30 (thirty) days to the Purchaser; provided that the Purchaser has not replenished the Performance Security within the aforesaid said notice period of 30 (thirty) days;
(g) in the event that either Party suffers insolvency, appointment of a liquidator (provisional or final), appointment of a receiver of any of its material assets, levy of any order of attachment of its material assets, or any order or injunction restraining the Party from dealing with or disposing of its assets and such order after having been passed is not vacated within 60 (sixty) days, the other Party shall be entitled to terminate this Agreement by giving prior written notice of 30 (thirty) days to first Party;
(h) in the event that any Party (“Defaulting Party”) commits a breach of any covenant, term or condition of this Agreement not otherwise specified under this Clause 17.2 or of any term or provision of the Scheme Document and such breach, if curable, is not cured by the Defaulting Party to the satisfaction of the other Party (“Non-Defaulting Party”) within a period of 90 (ninety) days of receipt of a notice in this regard from the Non-Defaulting Party, then the Non-Defaulting Party shall have the right to terminate this Agreement forthwith on expiry of the said 90 (ninety) day period;
(i) in the event that the information contained in any of the documents and/ or undertakings provided by the Purchaser to the Seller and/ or to CIL under this Agreement and/ or the Scheme Document (including information or documentation provided pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes clause 3.4 and clause 3.5.4 of the Required BanksScheme Document) ceases to be true and correct or is found to be misleading, may untrue or incorrect, then the Seller shall have the right to terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement by giving prior written notice of 30 (including, without limitation, those with respect thirty) days to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is duePurchaser;
(ij) A Cash Collateral Pledgor shall have failed timely subject to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix)Clause 21.11, in each case within 5 days of the date it is due; or (ii) event that the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor Purchaser (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred new entity formed as a result of any events of default under the Existing Guaranty arising from the incorporation change in Control of the covenants from Purchaser) or the relevant transferee ceases to comply with any of the Eligibility Conditions or any other credit agreementconditions specified herein, then the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, Seller shall have elected the right to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with by giving prior written notice of such termination; provided, -------- however, 30 (thirty) days to the Purchaser;
(k) in the event that the Administrative Agent's failure Specified End Use Plant ceases to provide such remain operational for a continuous period of 12 (twelve) months or is shut down for any reason, the Seller shall have the right to terminate this Agreement by giving prior written notice of 30 (thirty) days to the Purchaser;
(l) The Fuel Supply Agreement(FSA), executed thereof, shall ------- be valid for the entire tenure of the agreement. Any premature exit by the Consumer/Buyer and/or non-compliance of fulfillment of requisites for commencement of supply of coal as per declared schedule post signing of FSA, as the case may be if applicable, except for the reasons of exigencies/force majeure/operational issues faced by supplying coal company including change in contracted grade/Govt. regulation shall attract penal provisions as mentioned in clause 17.1 ; and/ or pursuant to Clause 17.2, Clause 4.3.1, Clause 4.4, Clause 5.2 (d) and Clause 21.11 or any other applicable clause.
(m) in the event the Normative Coal Requirement calculated based on the Coal Requirement as verified by the Final Verification Agency, is less than the Minimum Quantity as per the Scheme Document, the Agreement shall stand terminated without requirement of any further actions in this regard by the Parties;
(n) (not affect applicable for ‘Production of syn gas leading to coal gasification’ subsector) In case the Purchaser fails to submit the CCO Certificate in any manner accordance with the effectiveness Clause 5.2(a), then the Seller shall have the right to terminate the Agreement by giving prior written notice of such termination15 (fifteen) days to the Purchaser.
Appears in 1 contract
Samples: Fuel Supply Agreement
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if 11.1 If any of the following shall have occurred or otherwise shall be continuing events (each, a "“Purchaser Termination Event)": -----------------”) shall occur:
(1a) The Guarantor Seller shall fail to make any payment or remittance of any material amounts hereunder or under any other Transaction Document as and when due or payable, and such failure shall remain unremedied for five (5) Business Days after notice thereof in writing from Purchaser to Seller;
(b) any representation or warranty made or deemed to be made by Seller under or in connection with this Agreement or any Transaction Document shall prove to have been untrue in any material respect when made or deemed to be made and such misrepresentation, solely to the extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Purchaser to Seller; provided that such grace period shall be extended for an additional ten (10) Business Days if the Seller has provided the Purchaser a remediation plan that is acceptable to the Purchaser and the Seller is diligently pursuing such plan in order to cure such breach during such period;
(c) Seller shall fail to perform or observe any material term, covenant or agreement (other than those directly addressed under the foregoing clause (a) and clause (d) below) as and when required hereunder or under any other Transaction Document and such failure, solely to the extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Purchaser to Seller; provided that such grace period shall be extended for an additional ten (10) Business Days if the Seller has provided the Purchaser a remediation plan that is acceptable to the Purchaser and the Seller is diligently pursuing such plan in order to cure such breach during such period;
(d) Purchaser believes, acting in good faith based on credible information, that a breach of Section 13.13 by Seller has occurred or is reasonably likely to occur and a plan for addressing such breach or potential breach reasonably acceptable to Purchaser has not been provided by Seller within 30 days after notice in writing from Purchaser to Seller;
(e) an Insolvency Event shall have failed occurred with respect to have paid IBM (prior to the Commitment FeeSpin-Off Date), Parent, Kyndryl or any other Seller;
(f) IBM (prior to the Acknowledgment FeeSpin-Off Date), Parent, Kyndryl or any other Seller shall default in the payment of any principal or interest when and as the same shall become due and payable (after the expiration of any applicable grace period) in respect of any indebtedness of such Person in an aggregate principal amount equal to or greater than $250,000,000 (but regardless of the amount past due under such indebtedness);
(g) one or more judgments for the payment of money which are due and payable in an aggregate amount equal to or greater than $250,000,000 (exclusive of any amount thereof covered by insurance so long as such coverage is not being disputed) shall be rendered by a court of competent jurisdiction against IBM (prior to the Spin-Off Date), Parent, Kyndryl or any other Seller and the same shall remain undischarged for a period of 60 days during which execution shall not be effectively stayed (for this purpose, a judgment shall effectively be stayed during a period when it is not yet due and payable), or any amount owing action shall be legally taken by a judgment creditor to attach or levy upon any assets of IBM (prior to the Spin-Off Date), Parent, Kyndryl or any other Seller to enforce any such judgment;
(h) this Agreement, any Participation Agreement, any Fee Letter or any IBM Guaranty (but solely if delivered hereunder prior to the Spin-Off Date and only from such time of delivery through the Spin-Off Date) shall cease to be the valid and binding obligation enforceable against each Person listed as a party thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws affecting or relating to the enforcement of creditors’ rights generally, and subject to general principles of equity and such failure, solely to the extent capable of cure, shall remain unremedied for five (5) Business Days after knowledge thereof or notice thereof in writing from Purchaser to Seller; provided that if a Participation Agreement shall give rise to Purchaser Termination Event under this Section 11.1(h), Purchaser shall only be entitled to exercise its remedies under this Section 11.1 with respect to such Participation Agreement; provided, further, however (for the avoidance of doubt), the foregoing does not limit or modify the rights of the Purchaser against Parent arising therefrom pursuant to Section 13.19 and the guaranty by Parent under such section shall apply with equal force and effect to the obligations arising under any such Participation Agreement, whether or not it is enforceable against the applicable Seller;
(i) Parent ceases to (A) own, directly or indirectly, free and clear of any Adverse Claim and on a fully diluted basis, a majority of the Capital Stock or equivalent equity interests of Kyndryl or any other Seller or (B) Control Kyndryl or any other Seller (in each case, a “Change of Control”);
(j) the Purchaser fails at any time to have a valid and perfected first priority ownership interest or first priority security interest in all the Purchased Receivables free and clear of any Adverse Claim, unless such failure was solely caused by a release of (including the failure to file a continuation statement for) a financing statement, or similar filing outside the United States, by the Purchaser;
(k) any of the Performance Triggers occurs;
(i) on the Spin-Off Date, the long-term unsecured indebtedness credit rating of Parent is not at least BBB or Baa2, as applicable, by either S&P or Mxxxx’x, (ii) at any time after the Spin-Off Date, the long-term unsecured indebtedness credit rating of Parent is not at least BBB- or Baa3, as applicable, by either S&P or Mxxxx’x, or (ii) at any time, the Parent at such time has no long-term unsecured indebtedness credit rating by either S&P or Mxxxx’x;
(m) Parent repudiates, denies, disaffirms or purports to terminate the guaranty provided by it pursuant to Section 6(c) hereof, within five days of the date it is due13.19;
(n) If IBM has delivered an IBM Guaranty prior to the Spin-Off Date, IBM repudiates or denies, disaffirms or purports to terminate such IBM Guaranty or any of the obligations of IBM pursuant to the IBM Guaranty prior to the Spin-Off Date;
(o) the Spin-Off Date does not occur prior to December 31, 2021; or
(p) the Spin-Off Date does not occur on or prior to November 4, 2021 and IBM has not promptly delivered an IBM Guaranty to Purchaser by no later than November 8, 2021; then, unless waived in writing by the Purchaser, in any such event, the Purchaser will be entitled to stop purchasing new Receivables and the Facility may go into amortization, at the Purchaser’s sole discretion (provided in the case of the occurrence of Section 11.1(e) above the stoppage of purchasing, amortization and all other rights shall commence automatically, without any further action. In addition, upon any such occurrence, the Purchaser shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative.
11.2 If any of the following events (each, a “Seller Termination Event”) shall occur:
(a) Purchaser shall fail to make any payment or remittance of any material amounts hereunder or under any other Transaction Document as and when due or payable, and such failure shall remain unremedied for five (5) Business Days after notice thereof in writing from Seller to Purchaser;
(b) any representation or warranty made or deemed to be made by Purchaser under or in connection with this Agreement or any Transaction Document shall prove to have been untrue in any material respect when made or deemed to be made and such misrepresentation, solely to the extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Seller to Purchaser; provided that such grace period shall be extended for an additional ten (10) Business Days if Purchaser has provided Seller a remediation plan that is acceptable to Seller and Purchaser is diligently pursuing such plan in order to cure such breach during such period;
(c) Purchaser shall fail to perform or observe any material term, covenant or agreement (other than those directly addressed under the foregoing clause (a) and clause (d) below) as and when required hereunder or under any other Transaction Document and such failure, solely to the extent capable of cure, shall remain unremedied for twenty (20) Business Days after knowledge thereof or notice thereof in writing from Seller to Purchaser; provided that such grace period shall be extended for an additional ten (10) Business Days if Purchaser has provided Seller a remediation plan that is acceptable to Seller and Purchaser is diligently pursuing such plan in order to cure such breach during such period;
(d) Seller believes, acting in good faith based on credible information, that a breach of Section 13.13 by Purchaser has occurred or is reasonably likely to occur and a plan for addressing such breach or potential breach reasonably acceptable to Seller has not been provided by Purchaser within 30 days after notice in writing from Seller to Purchaser; or
(e) Purchaser shall fail in any material respect to act in a commercially reasonable manner in approving or not approving modifications or amendments to any Obligor Limit reasonably requested by the Seller or approving the Obligor Limit with respect to additional Eligible Obligors reasonably requested by the Seller to be added to the Obligor Schedule from time to time (for the avoidance of doubt, and among other things, any disapproval due to (i) A Cash Collateral Pledgor shall have failed timely the non-acceptance from a credit insurer with respect to deposit with the D&O Cash Collateral Agent: (A) the Decembersuch Obligor or Obligor Limit, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; for whatever reason or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, Santander’s credit risk standards or other order internal policies, for whatever reason, is commercially reasonable); and such failure shall remain unremedied for twenty (20) Business Days after notice thereof in writing from Seller to Purchaser; then, unless waived in writing by the Seller, in any court enjoiningsuch event, prohibitingSeller will be entitled to permanently terminate, discontinuing or otherwise impairing the validity or enforceability of this Agreementin full, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of thirty (30) days after written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one or more of the foregoing events, the Administrative Agent shall undertake Purchaser’s agreement to provide the Guarantor with written notice of such termination; providedFacility and permanently reduce the Purchaser’s Facility Limit to zero, -------- however, that at the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationSeller’s sole discretion.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Kyndryl Holdings, Inc.)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the following a) A Termination Notice shall have occurred or otherwise shall be continuing (each, a "Termination Event)": -----------------
(1) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
contain (i) A Cash Collateral Pledgor shall have failed timely notice of Tenant's intention to deposit with terminate this Lease on the D&O Cash Collateral Agent: first Basic Rent Payment Date which occurs at least sixty (A60) days after the December, 2000 Cash Collateral Deposit, Fair Market Value Date (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix"Termination Date"), in each case within 5 days of the date it is due; or (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Collateral Agent Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall not have an exclusive, perfected first security interest in commence to determine the Cash Collateral Deposits;Fair Market Value.
(3b) Any "Event of Default" under Section 5.01 of If Landlord shall reject such offer by Tenant to pay to Landlord the Appendix (as incorporated herein Termination Amount pursuant to Section 7 hereofParagraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall occur and be continuing;
(4) There shall have been entered any final judgmentcontain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of later than thirty (30) days after written notice by following the Administrative Agent Fair Market Value Date, then this Lease shall terminate on the Termination Date. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, any Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Guarantor. Where the Administrative AgentTermination Date (collectively, upon the affirmative votes "Remaining Obligations"), (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Required Banks, Leased Premises and (iii) the Net Award shall be retained by Landlord.
(c) Unless Tenant shall have elected received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to terminate this Agreement upon have accepted such offer from Tenant to pay the occurrence of any one Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or more of the foregoing eventsremaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Administrative Agent shall undertake to provide the Guarantor Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Pemstar Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent and the Banks under this Agreement (including, without limitation, those with respect to the Commitment and the No Default Acknowledgment), if any of the The following shall have occurred or otherwise events shall be continuing termination events (each, a "“Termination Event)": -----------------Events”) hereunder:
(1a) The Guarantor shall have failed to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;
(i) the Class A Cash Collateral Pledgor shall have failed timely Aggregate Loan Amount exceeds, for a period of two (2) Business Days or more, the sum of (x) all amounts on deposit in the Collection Account that would be available to deposit with be distributed to the D&O Cash Collateral Agent: Class A Lenders on such date pursuant to clause (Avi) of Section 2.6(a) hereof if such date was a Payment Date, and (y) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; Class A Borrowing Base or (ii) the Collateral Agent shall not have an exclusiveClass B Aggregate Loan Amount exceeds, perfected first security interest for a period of two (2) Business Days or more, the sum of (x) all amounts on deposit in the Cash Collateral Deposits;Collection Account that would be available to be distributed to the Class B Lenders on such date pursuant to clause (vii) of Section 2.6(a) hereof if such date was a Payment Date, and (y) the Class B Borrowing Base; or
(b) a Servicer Termination Event occurs and is continuing; or
(c) (d) failure on the part of the Borrower or the Originator to make any payment or deposit required by the terms of this Agreement or any other Transaction Document when due and such failure continues unremedied for more than three (3) Any "Event of Default" under Section 5.01 Business Days; or
(i) failure on the part of the Appendix Borrower or the Originator to observe or perform any of its other covenants or agreements set forth in this Agreement or any other Transaction Document and such failure continues unremedied for more than five (as incorporated herein pursuant 5) Business Days after written notice to Section 7 hereof) shall occur and be continuing;the Borrower or the Originator; or
(4e) There shall have been entered any final judgment, representation or injunction, warranty made or other order deemed to be made by any court enjoining, prohibiting, discontinuing the Borrower or otherwise impairing the validity Originator under or enforceability of in connection with this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, Transaction Documents or any of information required to be given by the transactions contemplated by this Agreement;
(5) The Plan, having substantially Borrower or the same material terms as set forth on Schedule III heretoOriginator to the Deal Agent or the Collateral Agent to identify Loans or Contracts pursuant to any Transaction Document, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall prove to have been modified false or incorrect in a manner materially adverse to the interests of the Administrative Agent and the Banks any material respect when made, deemed made or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsdelivered, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing failure continues unremedied for a period of more than thirty (30) days after written notice by the Administrative Agent to earlier of (x) the Guarantor. Where date on which the Administrative Agent, upon Borrower or Credit Acceptance discovers such breach and (y) the affirmative votes of date on which the Required Banks, shall have elected to terminate this Agreement upon the occurrence of any one Borrower or more of the foregoing events, the Administrative Agent shall undertake to provide the Guarantor with Credit Acceptance receives written notice of such terminationbreach; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.or
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If either (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it has determined, in good faith, exercising its reasonable judgment, that the required restoration and continued operation of Tenant's business at the Leased Premises is not economically practicable (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by in the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes form described in Paragraph 18(b) of the Required Banks, shall have elected Tenant's election to terminate this Agreement upon Lease (a "Termination Notice"). If Tenant elects under clause (y) above not to give Landlord a Termination Notice, then Tenant shall rebuild or repair the occurrence Leased Premises in accordance with Paragraphs 17 and 19.
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the date such Termination Notice is given to Landlord (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same.
(c) If Landlord shall reject such offer by Tenant to pay to Landlord the Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") as of the Termination Date, then Landlord may, at its option, extend the effective date on which this Lease may terminate to the date which is the last calendar day of the month subsequent to Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate, Landlord shall not have received the agreed amount of the Net Award payable by reason of the applicable Termination Event though no fault on the part of Landlord, then the date on which this Lease is to terminate shall be automatically extended to the date that is the last calendar day of the month in which Landlord receives the agreed amount of the Net Award or the scheduled Expiration Date of this Lease, whichever is earlier; provided that, if Tenant has not satisfied all Remaining Obligations as of such date, then Landlord may, at its option, extend the date on which this Lease may terminate to the date which is the last calendar day of the month in which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the delivery of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations after deducting therefrom (as consideration for Tenant's loss of its Leasehold rights and estate hereunder), the amount of any one Net Award actually received and retained by Landlord or more Lender as of the foregoing eventsTermination Date, the Administrative Agent or if no Net Award shall undertake to provide the Guarantor with written notice have been received and retained by Landlord or Lender as of such termination; providedTermination Date, -------- howeverLandlord shall assign to Tenant (and cause Lender to assign to Tenant), each of Landlord's and Lender's respective entire interest in and to the Net Award. Landlord shall retain title to the entire Leased Premises notwithstanding such acceptance of the Termination Amount, except that in the Administrative Agent's failure case of Taking, to provide the extent any portion of the Leased Premises is not subject to the Taking, Landlord shall retain title to such notice shall ------- not affect in any manner remaining portion of the effectiveness of such terminationLeased Premises.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate Leased Premises shall be taken by a Taking or all or any substantial portion of the obligations Leased Premises shall be damaged or acknowledgments destroyed by a Casualty and, in such case, Tenant certifies and covenants to Landlord that it will forever abandon operations at the Leased Premises (each of the Administrative Agent events described in the above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's option to terminate this Agreement Lease (a "Termination Notice") in the form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenants described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the occurrence delivery to Landlord of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value.
(c) If Landlord shall reject such offer to terminate this Lease by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, "Remaining Obligations") on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any one Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or more interest in or to any of the foregoing eventsLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the 25 28 contrary hereinabove contained, if Tenant shall have received a Rejection and, on the Administrative Agent date when this Lease would otherwise terminate as provided above, Landlord shall undertake not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to provide terminate automatically shall be extended to the Guarantor first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award provided that, if Tenant has not satisfied all Remaining Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall (i) convey to Tenant the Leased Premises or the remaining portion thereof, if any, and (ii) pay to or assign to Tenant Landlord's entire interest in and to the Net Award, all in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such terminationParagraph 20.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 14 Inc)
Termination Events. Should this Agreement become effective ------------------ pursuant to the provisions The following events shall be Termination Events (“Termination Events”) hereunder:
(a) as of Section 8 hereofany Determination Date, the Administrative AgentAverage Portfolio Delinquency Ratio exceeds 5.0%; or
(b) as of any Determination Date, upon the affirmative votes Average Pool Charged-Off Ratio exceeds 2.0%; or
(c) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 2.5%; or
(d) the Advances Outstanding on any day exceeds the lesser of the Required Banks, may terminate any of the obligations or acknowledgments of the Administrative Agent Facility Amount and Maximum Availability and the Banks same continues unremedied for two Business Days; provided that during the period of time that such event remains unremedied, no additional Advances or Swingline Advances will be made under this Agreement and any payments required to be made by the Servicer on a Payment Date shall be made under Section 2.10; or
(including, e) a Servicer Default occurs and is continuing; or
(f) the Facility Termination Date shall have occurred; or
(g) failure on the part of the Seller or Originator to make any payment or deposit (including without limitation, those limitation with respect to Collections) required by the Commitment terms of any Transaction Document on the day such payment or deposit is required to be made and the No Default Acknowledgment)same continues unremedied for two Business Days; or
(h) the occurrence of an Insolvency Event relating to the Originator, if the Seller, the Servicer or any Affiliate of the following shall have occurred or otherwise shall be continuing (each, Originator which is a "Termination Event)": -----------------
(1) The Guarantor shall have failed party to have paid the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days of the date it is due;a Permitted Securitization Transaction; or
(i) A Cash Collateral Pledgor the Seller shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the December, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount become required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation register as an “investment company” within the meaning of the provisions Investment Company Act of Article II 1940, as amended or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the Appendix)1940 Act; or
(j) a regulatory, in each case within 5 days tax or accounting body has ordered that the activities of the date it is due; Seller or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 any Affiliate of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and Seller contemplated hereby be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, terminated or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its terms, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under other event or circumstance, the Existing Guaranty arising from the incorporation activities of the covenants from Seller contemplated hereby may reasonably be expected to cause the Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or
(k) there shall exist any event or occurrence that has caused a Material Adverse Effect; or
(l) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or the Originator and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller or the Originator and such lien shall not have been released within five Business Days; or
(m) any Change-in-Control shall occur; or
(i) any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Seller, the Originator, or the Servicer,
(ii) the Seller, the Originator, the Servicer or any other credit agreementparty shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or
(iii) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a perfected first priority security interest; or
(o) on any date of determination, the aggregate Hedge Notional Amount in effect for that day under all Hedge Transactions is less than the product of the Hedge Percentage on such day and the Hedge Amount on that day, and the same continues unremedied for a period of two Business Days; or
(p) any failure on the part of the Seller or the Originator duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Originator set forth in this Agreement or the Appendix shall control;
(8) Any event of default under other Transaction Documents to which the CIHC Guaranty shall occur Seller or the Originator is a party and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing the same continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Seller or the Originator by the Administrative Agent and (ii) the date on which the Seller or the Originator becomes aware thereof; or
(q) any representation, warranty or certification made by the Seller or the Originator in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect on the Secured Parties and which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Guarantor. Where Seller or the Originator by the Administrative AgentAgent and (ii) the date on which the Seller or the Originator becomes aware thereof; or
(r) any failure by the Seller to give instructions or notice to the Administrative Agent as required by this Agreement, upon or to deliver any required Monthly Report or other Required Reports hereunder on or before the affirmative votes date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; or
(s) the failure of the Required BanksSeller, shall have elected the Servicer or the Originator to terminate this Agreement upon make any payment due with respect to recourse debt or other obligations, in the case of the Servicer or the Originator, in excess of $7,500,000, or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations whether or not such event or condition has been waived; or
(1) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the foregoing eventspayment of money in excess of $7,500,000, individually or in the Administrative Agent aggregate, against the Originator, or $2,000,000 against the Seller, individually or in the aggregate, and the Originator shall undertake to provide not have either (i) discharged or provided for the Guarantor discharge of any such judgment, decree or order in accordance with written notice of such termination; provided, -------- however, that the Administrative Agent's failure to provide such notice shall ------- not affect in any manner the effectiveness of such termination.its terms or
Appears in 1 contract
Termination Events. Should this Agreement become effective ------------------ pursuant to (a) If (i) the provisions of Section 8 hereof, the Administrative Agent, upon the affirmative votes entire Leased Premises shall be taken by a Taking or (ii) any substantial portion of the Required Banks, may terminate any Leased Premises shall be taken by a Taking and in the prudent business judgment of Tenant cannot be restored to an integrated unit sufficient for Tenant's business (each of the obligations or acknowledgments of events described in the Administrative Agent above clauses (i) and the Banks under this Agreement (including, without limitation, those with respect ii) shall hereinafter be referred to the Commitment and the No Default Acknowledgment), if any of the following shall have occurred or otherwise shall be continuing (each, as a "Termination Event")": -----------------
, then (1x) The Guarantor shall have failed to have paid in the Commitment Fee, the Acknowledgment Fee, or any amount owing by it pursuant to Section 6(c) hereof, within five days case of the date it is due;
(i) A Cash Collateral Pledgor shall have failed timely to deposit with the D&O Cash Collateral Agent: (A) the Decemberabove, 2000 Cash Collateral Deposit, (B) any C-T Borrower Cash Collateral Deposit, (C) any other amount required to be deposited pursuant to Section 5 hereof (including pursuant to its incorporation of the provisions of Article II of the Appendix), in each case within 5 days of the date it is due; or (ii) the Collateral Agent shall not have an exclusive, perfected first security interest in the Cash Collateral Deposits;
(3) Any "Event of Default" under Section 5.01 of the Appendix (as incorporated herein pursuant to Section 7 hereof) shall occur and be continuing;
(4) There shall have been entered any final judgment, or injunction, or other order by any court enjoining, prohibiting, discontinuing or otherwise impairing the validity or enforceability of this Agreement, the Existing Guaranty, the CIHC Guaranty, or any of the other documents contemplated by this Agreement, or any of the transactions contemplated by this Agreement;
(5) The Plan, having substantially the same material terms as set forth on Schedule III hereto, shall not be in place on or before December 31, 2000, or, if in place on or before that date, subsequently shall have been modified in a manner materially adverse to the interests of the Administrative Agent and the Banks or rescinded by the Guarantor (or enjoined or prohibited by a final judgement entered by any court);
(6) Any Event of Default with respect to the Guarantor shall occur and Tenant shall be continuing under the Existing Credit Agreement;
(7) Any event of default under the Existing Guaranty shall occur and be continuing; it being acknowledged that (i) by its termsobligated, the Existing Guaranty automatically incorporates the covenants set forth in the Appendix and, by execution and delivery of this Agreement, the Administrative Agent and the Banks accept such covenants and (ii) moreover, for the purposes of determining whether a Termination Event has occurred as a result of any events of default under the Existing Guaranty arising from the incorporation of the covenants from any other credit agreement, the covenants set forth in the Appendix shall control;
(8) Any event of default under the CIHC Guaranty shall occur and be continuing;
(9) The Guarantor shall otherwise be in default of any of its obligations hereunder and such default shall be continuing for a period of within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice, to give to Landlord written notice by the Administrative Agent to the Guarantor. Where the Administrative Agent, upon the affirmative votes of the Required Banks, shall have elected Tenant's election to terminate this Agreement upon Lease (a "Termination Notice") in the occurrence form described in Paragraph 18(b).
(b) A Termination Notice shall contain (i) notice of any one or more Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least sixty (60) days after receipt of the foregoing events, Termination Notice (the Administrative Agent "Termination Date") and (ii) a binding and irrevocable offer of Tenant to pay to Landlord the Termination Amount.
(c) If Landlord shall undertake reject such offer to provide pay the Guarantor with Termination Amount pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the receipt of the Termination Notice, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations on the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Monetary Obligations. Upon such termination; providedtermination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, -------- however(ii) Tenant shall immediately vacate and shall have no further right, that title or interest in or to any of the Administrative AgentLeased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then the date on which this Lease is to terminate automatically shall be extended to the first Basic Rent Payment Date after the receipt by Landlord of the full amount of the Net Award (but in no event shall any such extension exceed a maximum of three months) provided that, if Tenant has not satisfied all Monetary Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Monetary Obligations.
(d) Unless Tenant shall have received a Rejection not later than the thirtieth (30th) day following receipt of the Termination Notice, Landlord shall be conclusively presumed to have accepted such offer. If such offer is accepted by Landlord then, on the Termination Date, Tenant shall pay to Landlord the Termination Amount and all remaining obligations (including Monetary Obligations) and, if requested by Tenant, Landlord shall pay to or assign to Tenant Landlord's failure entire interest in and to provide such notice shall ------- not affect in any manner the effectiveness of such terminationNet Award.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 14 Inc)
