Common use of Transaction Events of Default Clause in Contracts

Transaction Events of Default. The following shall constitute “Transaction Events of Default” for purposes of the Demise Charter: (a) any material representation or warranty made by or on behalf of the Guarantor in any of the Transaction Documents shall prove to be inaccurate in any material respect when made, and, if the same is susceptible to cure in a manner that is not prejudicial to any right or interest of Shipowner, Owner Participant or the Trust Company, the Guarantor fails to effect such cure within thirty (30) days after it receives written notice thereof, or such longer period (not to exceed one hundred twenty (120) days from the date of such notice) during which the Guarantor is making diligent efforts to cure the same; or (b) the Guarantor (i) shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under any of the Transaction Documents and such failure continues for thirty (30) days after receipt by it of written notice thereof from Shipowner or Owner Participant, or such longer period (not to exceed one hundred twenty (120) days from the date of such notice) during which the Guarantor is making diligent efforts to cure the same, or (ii) shall be in default pursuant to the terms of any of the Transaction Documents after the giving of notice and the passage of any grace period, if any, provided therein with respect to such default; or (c) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Guarantor as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under the Federal Bankruptcy Code or any other applicable Federal, State or foreign law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Guarantor or of any substantial part of its property, or ordering the winding-up or liquidation of the affairs of the Guarantor, and the continuance of such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or an involuntary petition shall have been filed against the Guarantor seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under the Federal Bankruptcy Code or any other applicable Federal, State or foreign law and such petition shall not have been withdrawn, dismissed or stayed within ninety (90) days of filing; or (d) the institution by the Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Guarantor to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Guarantor of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal, State or foreign law, or the consent by the Guarantor to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Guarantor or of any substantial part of its property, or the making by the Guarantor of an assignment for the benefit of creditors, or the admission by the Guarantor in writing of an inability to pay debts generally as they become due, or the taking of corporate action by the Guarantor in furtherance of any such action; or (e) the Guarantor, or any Affiliate of any thereof, shall default (after the expiration of any applicable period of grace with respect thereto) in the payment of any Indebtedness in excess of $10,000,000.00 or in the payment of any Indebtedness due to the Owner Participant or any of its Affiliates or, to the extent not covered in any other subsection of this Section 5.7, shall default in the performance of any other material obligation to, or observance of any material covenant for the benefit of, the Owner Participant or any of its Affiliates which results in the acceleration of the Indebtedness due under any loan, note, indenture, security agreement, lease, guarantee, title retention or conditional sales agreement or other instrument or agreement evidencing such indebtedness or obligation.

Transaction Events of Default. The following shall constitute “Transaction Events of Default” for purposes of the each Demise Charter: (a) any material representation or warranty made by or on behalf of the any Guarantor in any of the Transaction Documents shall prove to be inaccurate in any material respect when made, and, if the same is susceptible to cure in a manner that is not prejudicial to any right or interest of Shipowner, any Owner Participant or the Trust Company, the such Guarantor fails to effect such cure within thirty (30) days after it receives written notice thereof, or such longer period (not to exceed one hundred twenty (120) days from the date of such notice) during which the such Guarantor is making diligent efforts to cure the same; or (b) the any Guarantor (i) shall fail to perform or observe any covenant, condition or agreement to be performed or observed by it under any of the Transaction Documents and such failure continues for thirty (30) days after receipt by it of written notice thereof from Shipowner or any Owner Participant, or such longer period (not to exceed one hundred twenty (120) days from the date of such notice) during which the such Guarantor is making diligent efforts to cure the same, or (ii) shall be in default pursuant to the terms of any of the Transaction Documents after the giving of notice and the passage of any grace period, if any, provided therein with respect to such default; or (c) the entry of a decree or order by a court having jurisdiction in the premises adjudging the any Guarantor as bankrupt or insolvent, or approving as properly filed a an involuntary petition seeking reorganization, arrangement, adjustment or composition of or in respect of the any Guarantor under the Federal Bankruptcy Code or any other applicable Federalfederal, State state or foreign law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the any Guarantor or of any substantial part of its property, or ordering the winding-up or liquidation of the affairs of the any Guarantor, and the continuance of such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or an involuntary petition shall have been filed against the any Guarantor seeking reorganization, arrangement, adjustment or composition of or in respect of the such Guarantor under the Federal Bankruptcy Code or any other applicable Federal, State or foreign law and such petition shall not have been withdrawn, dismissed or stayed within ninety (90) days of filing; or (d) the institution by the any Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the any Guarantor to the institution of bankruptcy or insolvency proceedings against it, or the filing by the any Guarantor of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal, State or foreign law, or the consent by the any Guarantor to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the any Guarantor or of any substantial part of its property, or the making by the any Guarantor of an assignment for the benefit of creditors, or the admission by the any Guarantor in writing of an inability to pay debts generally as they become due, or the taking of corporate action by the any Guarantor in furtherance of any such action; or (e) the any Guarantor, or any Affiliate of any thereof, shall default (after the expiration of any applicable period of grace with respect thereto) in the payment of any Indebtedness in excess of $10,000,000.00 or in the payment of any Indebtedness due to the any Owner Participant or any of its Affiliates or, to the extent not covered in any other subsection of this Section 5.76.1, shall default in the performance of any other material obligation to, or observance of any material covenant for the benefit of, the any Owner Participant or any of its Affiliates which results in the acceleration of the Indebtedness due under any loan, note, indenture, security agreement, lease, guarantee, title retention or conditional sales agreement or other instrument or agreement evidencing such indebtedness or obligation.