Common use of Xxxxxx of Default Clause in Contracts

Xxxxxx of Default. The following shall constitute Events of Default: 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.

Appears in 6 contracts

Samples: Client Agreement, Client Agreement, Client Agreement

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Xxxxxx of Default. The happening of any of the following events or conditions shall constitute Events default hereunder which is herein referred to as ‘default’ or an ‘Event of Default: (1. you fail ) The Debtor fails to make satisfy or perform any of the Obligations when due; (2) The non-payment when due under this Agreement due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any other obligation, covenant, term, provision of or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure continues for one Business Day after notice has not been waived or cured within any applicable period of non- performance has been given by us to yougrace; 2. you commence (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a voluntary case petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by Xxxxxx or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking guarantor of the indebtedness; the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian receiver or other similar official (each a “ Custodian”) of you trustee for Debtor or any substantial part of your assets, or if you take any corporate action to authorise any guarantor of the foregoing, and in the case indebtedness or for any assets of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you Debtor or any substantial part guarantor of your assets the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and such involuntary case Insolvency Act or other procedure either:otherwise; 1. has not been dismissed within five days (4) The institution by or against the Debtor or any guarantor of its institution the indebtedness of any formal or presentation; orinformal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; 2. has been dismissed within such period but solely (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on the grounds of an insufficiency business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to cover the costs commit an act of such case or other procedurebankruptcy; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for (7) If any execution, sequestration, extent or other process of any attachment court becomes enforceable against Debtor or garnishment, any guarantor of the indebtedness or if a distress against, or an encumbrancer takes possession of, analogous process is levied upon the whole assets of Debtor or any guarantor of the indebtedness or any part of your property, undertaking or assets (tangible and intangible)thereof; 4. you (8) If any certificate, statement, representation, warranty or any Credit Support Provider (audit report heretofore or any Custodian acting hereafter furnished by or on behalf of either of you Debtor pursuant to or a Credit Support Providerin connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) disaffirms, disclaims or repudiates any obligation under as an inducement to Secured Party to enter into this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”)agreement with Debtor, or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made as of which the facts therein set forth were stated or given certified or deemed made becomes incorrect in any respect at any time or givenproves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any Credit Support Provider failsmaterial adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or you yourself fail audit report, which change shall not have been disclosed to comply with Secured Party at or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction time of all your obligations under this Agreementsuch execution; and (9) If Secured Party, unless we have agreed in writing good faith, believes and has commercially reasonable grounds to believe that this shall not be an Event the prospect of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect payment of any Credit Support Provider; 3. we consider it necessary indebtedness or desirable for our own protection, performance of the Obligations is or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability about to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred be placed in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usjeopardy.

Appears in 6 contracts

Samples: General Security Agreement, General Security Agreement, General Security Agreement

Xxxxxx of Default. The happening of any of the following events or conditions shall constitute Events default hereunder which is herein referred to as ‘default’ or an ‘Event of Default: (1. you fail ) The Debtor fails to make satisfy or perform any of the Obligations when due; (2) The non-payment when due under this Agreement due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any other obligation, covenant, term, provision of or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure continues for one Business Day after notice has not been waived or cured within any applicable period of non- performance has been given by us to yougrace; 2. you commence (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a voluntary case petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by Debtor or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking guarantor of the indebtedness; the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian receiver or other similar official (each a “ Custodian”) of you trustee for Debtor or any substantial part of your assets, or if you take any corporate action to authorise any guarantor of the foregoing, and in the case indebtedness or for any assets of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you Debtor or any substantial part guarantor of your assets the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and such involuntary case Insolvency Act or other procedure either:otherwise; 1. has not been dismissed within five days (4) The institution by or against the Debtor or any guarantor of its institution the indebtedness of any formal or presentation; orinformal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; 2. has been dismissed within such period but solely (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on the grounds of an insufficiency business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to cover the costs commit an act of such case or other procedurebankruptcy; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for (7) If any execution, sequestration, extent or other process of any attachment court becomes enforceable against Debtor or garnishment, any guarantor of the indebtedness or if a distress against, or an encumbrancer takes possession of, analogous process is levied upon the whole assets of Debtor or any guarantor of the indebtedness or any part of your property, undertaking or assets (tangible and intangible)thereof; 4. you (8) If any certificate, statement, representation, warranty or any Credit Support Provider (audit report heretofore or any Custodian acting hereafter furnished by or on behalf of either of you Debtor pursuant to or a Credit Support Providerin connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) disaffirms, disclaims or repudiates any obligation under as an inducement to Secured Party to enter into this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”)agreement with Debtor, or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made as of which the facts therein set forth were stated or given certified or deemed made becomes incorrect in any respect at any time or givenproves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any Credit Support Provider failsmaterial adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or you yourself fail audit report, which change shall not have been disclosed to comply with Secured Party at or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction time of all your obligations under this Agreementsuch execution; and (9) If Secured Party, unless we have agreed in writing good faith, believes and has commercially reasonable grounds to believe that this shall not be an Event the prospect of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect payment of any Credit Support Provider; 3. we consider it necessary indebtedness or desirable for our own protection, performance of the Obligations is or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability about to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred be placed in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usjeopardy.

Appears in 2 contracts

Samples: General Security Agreement, General Security Agreement

Xxxxxx of Default. The (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following shall constitute Events of Default:Default shall occur, that is to say: - 1. you (a) if the Borrower and/or the Guarantor shall fail to make pay or otherwise discharge when due, any payment when due sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise and/or any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedureSecurity Documents; 3. you die, become (b) if a demand is made for payment of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole all or any part of your property, undertaking or assets (tangible the moneys for the time being owing and intangible)unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Providerc) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect; (d) if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or obligation on the Borrower’s and/or the Guarantor’s part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrancer shall take possession or deemed made a receiver and/or manager or given by you other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Borrower and/or the Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Borrower and/or the Guarantor or any of them and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) should be instituted against the Borrower and/or the Guarantor or any of them and the Lender is of the opinion that it will materially affect the Borrower’s and/or the Guarantor’s ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if an application is presented in any Credit Support Document proves court of competent jurisdiction for the winding up of the Borrower and/or the Guarantor or for the appointment of a judicial manager in relation to the Borrower and/or the Guarantor or any similar or analogous proceedings are taken anywhere; (i) if the Borrower and/ or the Guarantor or any of them becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been false presented for the bankruptcy of the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018; (j) if a notice or misleading proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (k) if the Borrower and/or the Guarantor die or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his/her affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever; (l) if without the prior written consent of the Lender, the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business; (m) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable; (n) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (o) if a situation shall have arisen, which is the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor or any of them will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (p) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any material respect as at such case the whole of the moneys lent or advanced or any part therefore for the time it was made being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or given notice which is hereby expressly waived. (2) In the event of the occurrence of an Event of Default before the Facilities or deemed made any part thereof shall have been drawndown or given; • utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any Credit Support Provider failsnotice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or you yourself fail extended in their application to comply with or perform any agreement or obligation to the security constituted by the Mortgage that the power of sale may be complied with or performed by you or it exercised in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to provisions of this Clause. (4) Any surplus arising from the sale of the Property may be in full force and effect prior retained by the Lender, instead of being paid to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation Borrower or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves person entitled to have been false the Property, and may be applied by the Lender in satisfaction or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect reduction of any Credit Support Provider; 3. we consider it necessary money owing by the Borrower to the Lender either alone or desirable for our own protectionjointly with any other person and whether as principal or as surety on any account whatsoever, and whether or any action not the Borrower is taken, in default in paying the money secured or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in liabilities for which the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usMortgage is security.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement

Xxxxxx of Default. The following shall constitute Events Each of the events or circumstances set out in this Clause 9 is an Event of Default: 1. you fail The Borrower fails to make pay any payment sum due OR [Repayment Instalment when due due] under this Agreement or Agreement. The Borrower fails (other than by failing to observe or perform pay) to comply with any other provision of this Agreement and such failure continues for one the default is not remedied within [*] Business Day after notice Days of non- performance has been given by us to you; 2the Lender notifying the Borrower of the default and the remedy required. you commence a voluntary case The Borrower commences negotiations, or other procedure seeking or proposing liquidation, reorganisation, an arrangement or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a freeze or moratorium, or other similar relief with respect view to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise rescheduling any of its indebtedness (because of actual or anticipated financial difficulties). Any action, proceedings, procedure or step is taken for the foregoingwinding up, and in dissolution, administration or reorganisation of the case of a reorganisationBorrower. Any representation, arrangement warranty or compositionstatement made, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given repeated or deemed made by the Borrower in, or given by you under pursuant to, this Agreement is (or any Credit Support Document proves to have been false been) incomplete, untrue, incorrect or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider failswhen made. The Borrower is unable to, or you yourself fail admits its inability to, pay its debts as they fall due. The Borrower repudiates or rescinds or shows an intention to repudiate or rescind this Agreement. Any event occurs (or circumstances exist) which, in the opinion of the Lender, has or is likely to materially and adversely affect the Borrower's ability to perform all or any of its obligations under, or otherwise comply with or perform the terms of, this agreement. On and at any agreement or obligation to be complied with or performed by you or it in accordance with time after the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction occurrence of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1, the Lender may allow the Borrower to provide a new payment plan for the approval of the Lender. any representation If the Borrower shall fail to make good the default after the lapse of 30 days or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at provide an alternative payment plan the Lender may: extend the time it was made within which the Loan OR [REPAYMENT INSTALMENT] is to be paid; or given or deemed made or given; 2. any event referred the parties shall enter into new negotiations to set out the manner in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you remaining outstanding amount may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usbe settled.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement

Xxxxxx of Default. The following events shall constitute Events be considered events of Default: 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief default with respect to you each Note (each individually an "Event of Default": a) If the Company defaults in the payment of any part of the principal or your unpaid accrued interest on the Note and the Company fails to cure such breach within 30 days after receipt of written notice thereof from the Purchaser, after the earlier of (i) the date on which the Requisite Noteholders demand payment on or subsequent to the Maturity Date or (ii) the date fixed for payment by acceleration or otherwise; or b) If the Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they become due, or files a voluntary petition for bankruptcy, or files any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any bankruptcypresent or future statute, insolvency, regulatory, supervisory law or similar law (including any corporate or other law with potential application to you, if insolvent)regulation, or seeking files any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or seeks or consents to or acquiesces in the appointment of a any trustee, receiverreceiver or liquidator of the Company, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you all or any substantial part of your assetsthe properties of the Company, or the Company or its respective directors or majority stockholders take any action looking to the dissolution or liquidation of the Company; or c) If upon 60 days after the commencement of any proceeding against the Company seeking any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding has not been dismissed, or if you take any corporate action to authorise any upon (60) days after the appointment without the consent or acquiescence of the foregoingCompany of any trustee, and in receiver or liquidator of the case Company or of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you all or any substantial part of your assets and the properties of the Company, such involuntary case or other procedure either: 1. appointment has not been dismissed within five days of its institution or presentation; orvacated. 2. has been dismissed within such period but solely on d) If the grounds of an insufficiency of assets Company (i) fails to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading comply in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force covenants and effect prior other terms relating to the satisfaction of all your obligations under this AgreementNotes, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant (ii) fails to any Credit Support Document proves discharge material judgments, and (iii) cross-defaults with respect to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between uscontracts.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Armed Forces Brewing Company, Inc.), Equity Incentive Plan (Armed Forces Brewing Company, Inc.)

Xxxxxx of Default. The Debt shall become due at the option of the Mortgagee upon the occurrence of any one or more of the following shall constitute events (herein collectively referred to as Events of Default:): 1. you (a) if any portion of the Debt is not paid within five (5) days after notice by the Mortgagee to the Mortgagor that the same is past due or the entire Debt is not paid in full on the maturity date of the Note; or (b) if (except as permitted by Paragraph 6) the Mortgagor shall fail to make pay any payment when due under this Agreement installment of any assessment against the Mortgaged Property for local improvements heretofore or hereafter laid, which assessment is or may become payable in annual or periodic installments and is or may become a lien on the Mortgaged Property; or (c) if any Federal tax lien is filed against the Mortgagor, any Guarantor or the Mortgaged Property and the same is not discharged of record within thirty (30) days after the same is filed; or (d) if (except as specifically provided to observe or perform the contrary in Paragraph 12 above) without the consent of the Mortgagee (which consent in any other provision and all circumstances may be withheld in the sole and absolute discretion of this Agreement and such failure continues for one Business Day after notice the Mortgagee) any part of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you Mortgaged Property or any substantial part interest of your assetsany nature whatsoever therein or any interest of any nature whatsoever in the Mortgagor or any Guarantor (whether partnership, membership interest, stock, equity, beneficial, profit, loss or otherwise) is in any manner, by operation of law or otherwise, whether directly or indirectly, voluntary or involuntary, further encumbered, sold, transferred, assigned or conveyed; or, (e) if without the consent of the Mortgagee any Improvement or the Equipment (except for the normal replacement of the Equipment) is removed, demolished or materially altered, or if you take the Mortgaged Property is not kept in good condition and repair; or (f) if (except as permitted by Paragraph 6) the Mortgagor shall fail to comply with any corporate action requirement or order or notice of violation of law or ordinance issued by any governmental department claiming jurisdiction over the Mortgaged Property within three (3) months from the issuance thereof, or the time period set forth therein, whichever is less; or (g) if the Policies are not kept in full force and effect, or if the Policies are not delivered to authorise the Mortgagee upon request; or (h) if on application of the Mortgagee two or more fire insurance companies lawfully doing business in the State of New York refuse to issue Policies; or (i) if (except as permitted by Paragraph 6) the Mortgagor shall fail to pay the Mortgagee on demand for all Premiums and/or Taxes paid by the Mortgagee pursuant to this Mortgage, together with any late payment charge and interest thereon calculated at the Default Rate; or (j) if (except as specifically provided to the contrary in Paragraph 8 above) without the consent of the Mortgagee any Leases are made, canceled or modified or if any portion of the Rents is paid for a period of more than one (1) month in advance (except for estimated taxes and operating expenses required to be paid in advance under a Lease) or if any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentationRents are further assigned; or 2. has been dismissed within (k) if any representation or warranty of the Mortgagor, or of any person (together with such period but solely on person’s executors, administrators, legal representatives, successors and assigns, “Guarantor”) guaranteeing payment of the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: Debt or any indebtedness of yours is not paid on the due date thereforeportion thereof, or becomes capable at of operating expenses of the Mortgaged Property or guaranteeing performance by the Mortgagor of any time of being declared, due and payable under agreements the terms of this Mortgage made herein or instruments evidencing in any such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, guaranty (the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (Credit Support ProviderGuaranty”), or in any certificate, report, financial statement or other instrument furnished in connection with the making of youthe Note, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement Mortgage, or any Credit Support Document proves to have been such Guaranty, shall prove false or misleading in any material respect; or (l) if the Mortgagor or any Guarantor shall make an assignment for the benefit of creditors; or (m) if a court of competent jurisdiction enters a decree or order for relief with respect to the Mortgagor or any Guarantor under Title 11 of the United States Code as at the time it was made now constituted or given hereafter amended or deemed made under any other applicable Federal or given; • any Credit Support Provider failsstate bankruptcy law or other similar law, or you yourself fail if such court enters a decree or order appointing a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of the Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if such court decrees or orders the winding up or liquidation of the affairs of the Mortgagor or any Guarantor; or (n) if the Mortgagor or any Guarantor files a petition or answer or consent seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or under any other applicable Federal or state bankruptcy law or other similar law, or if the Mortgagor or any Guarantor consents to comply with the institution of proceedings thereunder or perform to the filing of any agreement such petition or obligation to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if the Mortgagor or any Guarantor fails generally to pay their respective debts as such debts become due, or if the Mortgagor or any Guarantor takes any action in furtherance of any action described in this subparagraph; or (o) if the Mortgagor or other person shall be complied with in default beyond any applicable notice and/or grace period under the Note, or performed by you under any other mortgage, instrument or it document evidencing, securing or guaranteeing payment of the Debt, in accordance whole or in part, or otherwise executed and delivered in connection with the applicable Credit Support DocumentNote, this Mortgage or the loan evidenced and secured thereby; • any Credit Support Document expires or (p) if the Mortgagor or ceases to other person shall be in full force default beyond any applicable notice and/or grace period under any mortgage or deed of trust covering any part of the Mortgaged Property whether superior or inferior in lien to this Mortgage, and effect prior including, without limitation, any such mortgage or deed of trust now or hereafter held by the Mortgagee; or (q) if the Mortgaged Property shall become subject (i) to any tax lien, other than a lien for local real estate taxes and assessments not due and payable, or (ii) to any lis pendens, notice of pendency, stop order, notice of intention to file mechanic’s or materialman’s lien, mechanic’s or materialman’s lien or other lien of any nature whatsoever and the same shall not either be discharged of record or in the alternative insured over to the satisfaction of all your obligations the Mortgagee by the title company insuring the lien of this Mortgage within a period of thirty (30) days after the same is filed or recorded, and irrespective of whether the same is superior or subordinate in lien or other priority to the lien of this Mortgage and irrespective of whether the same constitutes a perfected or inchoate lien or encumbrance on the Mortgaged Property or is only a matter of record or notice; or (r) if any Guarantor or any other person shall be in default beyond any applicable grace period under any Guaranty; or (s) if the Mortgagor shall continue to be in default under any of the other terms, covenants or conditions of this AgreementMortgage for five (5) days after notice from the Mortgagee in the case of any default which can be cured by the payment of a sum of money or for twenty (20) days after notice from the Mortgagee in the case of any other default, provided that if such default cannot reasonably be cured within such twenty (20) day period and the Mortgagor shall have commenced to cure such default within such twenty (20) day period and thereafter diligently and expeditiously proceeds to cure the same, such twenty (20) day period shall be extended for so long as it shall require the Mortgagor in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of sixty (60) days; or (t) if the Mortgagor shall default in the observance or performance of any term, covenant or condition of the Mortgaged Lease on the part of the Mortgagor, as lessee thereunder, to be observed or performed, unless we any such observance or performance shall have agreed been waived or not required in writing that this shall not be an Event by the lessor under the Mortgaged Lease, or if any one or more of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event events referred to in Clauses 14.2 the Mortgaged Lease shall occur which would or may cause the Mortgaged Lease to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary terminate without notice or desirable for our own protectionaction by the lessor thereunder or which would entitle the lessor under the Mortgaged Lease to terminate the Mortgaged Lease and the term thereof by giving notice to the Mortgagor, as lessee thereunder, or any action is takenif the leasehold estate created by the Mortgaged Lease shall be surrendered, in whole or in part, or event occurs which we consider might have a material adverse effect uponif the Mortgaged Lease shall be terminated or canceled for any reason or under any circumstance whatsoever, your ability to perform or if any of your obligations the terms, covenants or conditions of the Mortgaged Lease shall in any manner be modified, changed, supplemented, altered or amended without the consent of the Mortgagee; or8 (u) if the Mortgagor shall, without the Mortgagee’s prior written approval, elect to treat the lease as terminated under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.Section 365(h)(1)

Appears in 1 contract

Samples: Mortgage, Security Agreement and Assignment of Leases and Rents

Xxxxxx of Default. The If any of the following shall constitute events (“Events of Default”) shall occur: 1. you (a) the Borrower shall fail to make pay any payment principal of any Loan when the same shall become due, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay when due any interest on any Loan or any fee or other amount (except an amount referred to in clause (a) above) payable under this Agreement or to observe or perform any other provision of this Agreement Loan Document, and such failure continues shall continue unremedied for one a period of three Business Day after notice of non- performance has been given by us to youDays; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”c) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made by or given by you under this Agreement on behalf of the Borrower in any Loan Document or any Credit Support amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to any Loan Document proves or any amendment or modification thereof or waiver thereunder, shall prove to have been false or misleading incorrect in any material respect as at the time it was when made or given or deemed made or given; • any Credit Support Provider fails, or you yourself made; (d) the Borrower shall fail to comply with observe or perform any covenant or agreement contained in Section 5.02, 5.03 (with respect to the existence of the Borrower) or obligation 5.09 or in Article 6; (e) the Borrower or any of its Subsidiaries shall fail to observe or perform any covenant or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) above), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be complied with given at the request of any Lender); (f) any KOF Company shall fail to make a payment or performed by you payments (whether of principal or interest and regardless of amount) in respect of Material Debt when the same shall become due, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise and such failure shall have continued after any grace period applicable pursuant to the relevant agreement; (g) any event or condition occurs or continues (after the passage of any grace period applicable pursuant to the relevant agreement) that results in Material Debt becoming due before its scheduled maturity or that enables or permits the holder or holders of Material Debt or any trustee or agent on its or their behalf to cause Material Debt to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity; provided that this clause shall not apply to secured Debt that becomes due as a result of a voluntary sale or transfer of the property securing such Debt; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking Article 85 liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, concurso mercantil, insolvency, receivership or similar law now or hereafter in effect or Article 86 the appointment of a receiver, trustee, síndico, conciliador, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its respective assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or an order for relief shall be entered against the Borrower or any Material Subsidiary under any applicable bankruptcy laws as now or hereafter in effect (including the Ley de Concursos Mercantiles); (i) the Borrower or any Material Subsidiary shall Article 87 voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, concurso mercantil, insolvency, receivership or similar law now or hereafter in effect, Article 88 consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) above, Article 89 apply for or consent to the appointment of a receiver, trustee, síndico, conciliador, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its respective assets, Article 90 file an answer admitting the material allegations of a petition filed against it in accordance with any such proceeding, Article 91 make a general assignment for the applicable Credit Support Document; • benefit of creditors or Article 92 take any Credit Support Document expires or ceases to be in full force and effect prior to action for the satisfaction purpose of all your obligations under this Agreementeffecting any of the foregoing; (j) the Borrower shall become unable, unless we have agreed admit in writing that this its inability or fail generally to pay its debts as they become due; (k) either Article 93 one or more judgments for the payment of money in an aggregate amount exceeding US$25,000,000 (or its equivalent in any other currency) shall be rendered against one or more KOF Companies and shall remain undischarged for a period of 60 consecutive days during which execution shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protectioneffectively stayed, or Article 94 a judgment shall have attached or been levied upon any action is taken, or event occurs which we consider might have asset with a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.value exceeding US$25,000,000;

Appears in 1 contract

Samples: Bridge Loan Agreement (Coca Cola Femsa Sa De Cv)

Xxxxxx of Default.  The occurrence and continuance of any of the following events shall constitute Events an "event of Default: 1. you fail to make any payment when due under this Agreement or default" hereunder: failure of the Company to observe or and perform any other covenant, condition or provision hereof and to remedy such default within 30 days after written notice thereof from the Trustee to the Company, unless the Requisite Bondholders (as defined in the Indenture) shall have consented thereto; the entry of this Agreement and such failure continues a decree or order for one Business Day after notice relief by a court having jurisdiction in the premises in respect of non- performance has been given by us to you; 2. you commence a voluntary the Company in an involuntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any applicable bankruptcy, insolvency, regulatory, supervisory insolvency or similar law (including any corporate now or other law with potential application to you, if insolvent)hereafter in effect, or seeking the appointment of appointing a trustee, receiver, liquidator, conservatorassignee, administratorcustodian, custodian trustee, sequestrator (or other similar official (each a “ Custodian”official) of you the Company or for any substantial part of your assetsits property, or if you take ordering the windup or liquidation of its affairs; or the filing and pendency for thirty days without dismissal of a petition initiating an involuntary case under any other bankruptcy, insolvency or similar law; or the commencement by the Company of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, whether consent by it to an entry to an order for relief in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making of it by any general assignment for the benefit of creditors, or the failure of the Company generally to pay its debts as such debts become due, or the taking of corporate action to authorise by the Company in furtherance of any of the foregoing, and in the case of a reorganisation, arrangement ; or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (Any Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation ” under Section 7.1 of the Indenture; or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events Any “Event of Default) occurs in respect ” under Section 14 of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this the Project Agreement; • you fail or omit to disclose to us your capacity as Any “Event of Default” under Section 7(a) of the beneficial owner Taxpayer Agreement. (a) During the occurrence and continuance of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs hereunder, the Trustee, as assignee of the Issuer pursuant to the Indenture, shall have the rights and remedies hereinafter set forth, in relation addition to you under any other agreement between usremedies herein or provided by law. (b) Upon the occurrence of an event of default described in this Section 5.1 (except an event of default under Section 5.1(a)(iv) which results from an event of default under Section 7.1(b) of the Indenture):

Appears in 1 contract

Samples: Financing and Covenant Agreement

Xxxxxx of Default. The following shall constitute Events of Default: 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise If any of the foregoing, and in the case of a reorganisation, arrangement events or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisationcircumstances set out below (each, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent“Event of Default”) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure eitheroccurs: 1. has not been dismissed within five days (a) the Borrower fails to repay the outstanding balance of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or Loan when it becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you (b) the Borrower defaults in the performance of or compliance with any Credit Support Provider term contained herein (or any Custodian acting on behalf other than those referred to in paragraph (a) of either this Section 5) and such default is not remedied within thirty (30) days after the Borrower receiving written notice of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”)such default from the Lender; 5. (c) any representation or warranty made in writing by or given or deemed made or given by you under on behalf of the Borrower in this Agreement or in any Credit Support Document writing furnished in connection with the transactions contemplated hereby proves to have been false or misleading incorrect in any material respect on the date as at of which made; (d) the time it was made or given or deemed made or given; • any Credit Support Provider failsBorrower (i) is generally not paying, or you yourself fail admits in writing its inability to comply pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or perform with respect to any agreement substantial part of its property, (v) is adjudicated as insolvent or obligation to be complied liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or (e) with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior respect to the satisfaction Borrower, a court or governmental authority of all your obligations under this Agreementcompetent jurisdiction enters an order appointing, unless we have agreed without consent by the Borrower, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in writing that this bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Borrower, or any such petition shall be filed against the Borrower and such petition shall not be dismissed within ninety (90) days; or (f) the Borrower is dissolved or wound up. then, and in each such event (other than an Event event with respect to the Borrower described in clause (d) or (e) of Default; 1. this Section 5) and at any representation time thereafter, the Lender may, by notice to the Borrower, take any or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as all of the following actions, at the time it was made same or given different times: (i) declare the outstanding balance of the Loan and all other amounts outstanding under this Agreement to be immediately due and payable, whereupon such amounts shall become immediately due and payable and (ii) exercise any other remedies available at law or deemed made or given; 2. in equity; and in case of any event referred with respect to the Borrower described in Clauses 14.2 to Clause 14.4 clause (d) or (e) of this Clause 14 (Events Section 5, the principal of Default) occurs in respect the Loan then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any Credit Support Provider; 3. we consider it necessary or desirable for our own protectionkind, or any action is taken, or event occurs all of which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as are hereby waived by the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usBorrower.

Appears in 1 contract

Samples: Loan Agreement (Falcon's Beyond Global, Inc.)

Xxxxxx of Default. The Upon the occurrence, at any time prior to or during the Demised Term, of any one or more of the following shall constitute events (referred to herein, singly, as an “Event of Default” and collectively as “Events of Default:”):  1. you fail to make any (a) if Tenant shall default in the payment when due under this Agreement of any installment of Fixed Rent or any increase in the Fixed Rent or in the payment when due of any additional rent and such default shall continue for a period of ten (10) days after notice by Owner to observe Tenant of such default; or perform  (b) if Tenant shall default in the observance or performance of any other provision term, covenant or condition of this Agreement Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Fixed Rent, any increase in the Fixed Rent and additional rent) and Tenant shall fail to remedy such failure continues for one Business Day default within thirty (30) days after notice by Owner to Tenant of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assetssuch default, or if you take any corporate action to authorise any such default is of the foregoingsuch a nature that it cannot be completely remedied within said period of thirty (30) days and Tenant shall not commence, and in the case promptly after receipt of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratoriumsuch notice, or other similar relief with respect shall not thereafter diligently prosecute to you completion, all steps necessary to remedy such default; or your debts under any bankruptcy,  (c) if Tenant shall file a voluntary petition in bankruptcy or insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of shall be adjudicated a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any bankruptcy or insolvency law applicable to you: the present or any indebtedness of yours is not paid on the due date thereforefuture federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or becomes capable at any time shall make an assignment for the benefit of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payablecreditors, or shall seek or consent to or acquiesce in the appointment of any suittrustee, action receiver or other proceedings relating to this Agreement are commenced for any execution, any attachment liquidator of Tenant or garnishment, or distress against, or an encumbrancer takes possession of, the whole of all or any part of your Tenant’s property; or  (d) if, undertaking within ninety (90) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or assets (tangible and intangible); 4. you otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, future federal bankruptcy act or any other document containing an obligation present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment of a third party (“Credit Support Provider”)any trustee, receiver or liquidator of Tenant, or of youall or any part of Tenant’s property, in favour without the consent or acquiescence of us supporting Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of your Tenant’s property pursuant to which the Demised Premises shall be taken or occupied or attempted to be taken or occupied; or  (e) if Tenant shall default in the observance or performance of any term, covenant or condition on Tenant’s part to be observed or performed under any other lease with Owner of space in the Building or under any other lease of space in a Xxxxx Building (as defined in Section 31.01), and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default; or  (f) if the Demised Premises shall become abandoned; or  (g) if (i) Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, or (ii) there shall be any sale, pledge, transfer or other alienation described in Section 11.01 of this Lease which is deemed an assignment of this Lease for purposes of said Section 11.01, except as expressly permitted under Article 11; or  (h) any transfer of all or any substantial portion of the assets of Tenant, or the incurrence of a material obligation by Tenant other than in the ordinary course of business, which in either event would impair Tenant’s ability to comply with its obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider failsLease, or you yourself fail to comply with or perform any agreement unless such transfer or obligation is undertaken or incurred in good faith for equivalent consideration;  then, during such time as such Event(s) of Default is/are continuing (whether prior to be complied with or performed by you during the Demised Term), Owner may at any time, at Owner’s option, give to Tenant a five (5) days’ notice of termination of this Lease and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire (whether or it in accordance not said term shall have commenced) upon the expiration of said five (5) days with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force same effect as if the date of expiration of said five (5) days were the Expiration Date, but Tenant shall remain liable for damages and effect prior all other sums payable pursuant to the satisfaction provisions of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1Article 18. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.

Appears in 1 contract

Samples: Lease Agreement (Bankrate, Inc.)

Xxxxxx of Default. The Each of the following events shall constitute Events an "Event of Default: 1. you " hereunder: The Borrower shall fail to make pay any payment principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or The Borrower shall fail to perform or observe (i) any term, covenant or perform agreement contained in Section 5.01(b), or 5.02 or (ii) any other provision of term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for one Business Day after notice the benefit of non- performance has been given creditors; or any proceeding shall be instituted by us or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to you; 2. you commence a voluntary case adjudicate it as bankrupt or other procedure insolvent, or seeking or proposing liquidation, reorganisationwinding up, an arrangement or compositionreorganization, a freeze or moratoriumarrangement, adjustment, protection, relief, or other similar relief with respect to you composition of it or your its debts under any law relating to bankruptcy, insolvency, regulatory, supervisory insolvency or similar law (including any corporate reorganization or other law with potential application to you, if insolvent)relief of debtors, or seeking the entry of an order for relief or the appointment of a trustee, receiver, liquidator, conservator, administratortrustee, custodian or other similar official (each a “ Custodian”) of you for it or for any substantial part of your assetsits property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or if you any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorise authorize or to consent to any of the foregoingactions set forth above in this subsection (e); or Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (i) An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of a reorganisationany event described in clauses (i) through (iv), arrangement (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or composition, we do not consent to in the proposals; • case of an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking ERISA Termination Event involving the appointment withdrawal of a Custodian "substantial employer" (as defined in Section 4001(a)(2) of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on ERISA), the grounds of an insufficiency of assets to cover the costs withdrawing employer's proportionate share of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing excess shall exceed such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangibleamount); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.

Appears in 1 contract

Samples: Credit Agreement (Entergy Arkansas Inc)

Xxxxxx of Default. The (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following shall constitute Events of DefaultDefault shall occur, that is to say :- 1. you (a) if the Borrower and/or the Guarantor shall fail to make pay or otherwise discharge when due, any payment when due sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise and/or any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedureSecurity Documents; 3. you die, become (b) if a demand is made for payment of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole all or any part of your property, undertaking or assets (tangible the moneys for the time being owing and intangible)unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Providerc) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect; (d) if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or obligation on the Borrower’s part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrancer shall take possession or deemed made a receiver and/or manager or given by you other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Borrower and/or the Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect the Borrower’s ability to repay the Construction Loan Facility hereunder or to perform and observe their obligations under this Agreement or any Credit Support Document proves the Security Documents as the case may be; (h) if the Borrower and/or the Guarantor becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been false presented for the bankruptcy of the Borrower and/ or misleading the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018; (i) if the Borrower and/or the Guarantor die or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his/ their affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever; (j) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (k) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable; (l) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (m) if a situation shall have arisen, which is the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (n) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Construction Loan Facility granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any material respect as at such case the whole of the moneys lent or advanced or any part therefore for the time it was made being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or given notice which is hereby expressly waived. (2) In the event of the occurrence of an Event of Default before the Construction Loan Facility or deemed made any part thereof shall have been drawndown or given; • utilised or fully drawndown or utilised hereunder the Construction Loan Facility shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any Credit Support Provider failsnotice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or you yourself fail extended in their application to comply with or perform any agreement or obligation to the security constituted by the Mortgage that the power of sale may be complied with or performed by you or it exercised in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to provisions of this Clause. (4) Any surplus arising from the sale of the Property may be in full force and effect prior retained by the Lender, instead of being paid to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation Borrower or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves person entitled to have been false the Property, and may be applied by the Lender in satisfaction or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect reduction of any Credit Support Provider; 3. we consider it necessary money owing by the Borrower to the Lender either alone or desirable for our own protectionjointly with any other person and whether as principal or as surety on any account whatsoever, and whether or any action not the Borrower is taken, in default in paying the money secured or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in liabilities for which the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usMortgage is security.

Appears in 1 contract

Samples: Loan Agreement

Xxxxxx of Default. The Each of the following events shall constitute Events an "Event of Default: 1. you " hereunder: The Borrower shall fail to make pay any payment principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or The Borrower shall fail to perform or observe (i) any term, covenant or perform agreement contained in Section 5.01(b), 5.01(d) or 5.02 or (ii) any other provision of term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure continues shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for one Business Day after notice the benefit of non- performance has been given creditors; or any proceeding shall be instituted by us or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to you; 2. you commence adjudicate it a voluntary case bankrupt or other procedure insolvent, or seeking or proposing liquidation, reorganisationwinding up, an arrangement or compositionreorganization, a freeze or moratoriumarrangement, adjustment, protection, relief, or other similar relief with respect to you composition of it or your its debts under any law relating to bankruptcy, insolvency, regulatory, supervisory insolvency or similar law (including any corporate reorganization or other law with potential application to you, if insolvent)relief of debtors, or seeking the entry of an order for relief or the appointment of a trustee, receiver, liquidator, conservator, administratortrustee, custodian or other similar official (each a “ Custodian”) of you for it or for any substantial part of your assetsits property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or if you any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorise authorize or to consent to any of the foregoingactions set forth above in this subsection (e); or Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (i) An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of a reorganisationany event described in clauses (i) through (iv), arrangement (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or composition, we do not consent to in the proposals; • case of an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking ERISA Termination Event involving the appointment withdrawal of a Custodian "substantial employer" (as defined in Section 4001(a)(2) of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on ERISA), the grounds of an insufficiency of assets to cover the costs withdrawing employer's proportionate share of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing excess shall exceed such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangibleamount); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.

Appears in 1 contract

Samples: Credit Agreement (Entergy Corp /De/)

Xxxxxx of Default. The following (a) Any of the events specified in this Section 9 shall constitute Events a default by Borrower hereunder (an “Event of Default:”): 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”i) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable Failure to pay your debts as they fall due any principal or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, interest when due and payable under agreements this Note, which is not cured within five (5) business days; ​ ​ ​ (ii) Default by Borrower or instruments evidencing such indebtedness before it would otherwise have been due SNDBX (each of Borrower and payableSNDBX being referred to herein as a “Loan Party”) in the performance or observance of any covenant, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your propertycondition, undertaking or assets agreement contained in this Note or in the Letter Agreement or the Security Agreement, which default is not cured (tangible and intangible)if capable of cure) within thirty (30) days of the date Lender provides Borrower with written notice thereof; 4. you (iii) Any representation, warranty or any Credit Support Provider (other statement by or any Custodian acting on behalf of either of you Borrower contained in this Note or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this the Letter Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this the Security Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been is false or misleading in any material respect as at the time it was made made; (iv) The Borrower or given SNDBX shall become insolvent or deemed made or given; • any Credit Support Provider failsgenerally fail to pay, or you yourself admit in writing such Loan Party’s inability to pay its debts as they become due; or either or both Loan Parties shall apply for, consent to, or acquiesce in, the appointment of a trustee, receiver or other custodian or for such Loan Party’s property, or make a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian shall be appointed for either or both Loan Parties or for a substantial part of the property of either or both Loan Parties and not be discharged within 60 days; or any bankruptcy, reincorporation, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding shall be commenced in respect of either or both Loan Parties or be consented to or acquiesced in by either or both Loan Parties or remain for 60 days undismissed or unvacated; (v) any judgments, writs, warrants of attachment, executions or similar process (not covered by insurance) shall be issued against either Loan Party or any of either or both Loan Parties’ assets where the aggregate amount of such judgments, writs, warrants of attachment, executions or similar process exceed $50,000.00 and are not released, vacated, suspended, stayed, abated or fully bonded prior to any sale and in any event within 30 days after its issue or levy; (vi) Borrower shall default and fail to comply with cure such default in the time provided therein, under the terms of any other agreement, indenture, deed of trust, mortgage, promissory note or perform security agreement governing the borrowing of money in excess of $50,000.00 and: (i) the maturity of any agreement amount owed under such document or obligation instrument is accelerated; or (ii) such default shall continue unremedied or unwaived for a period of time to be complied with permit such acceleration; (vii) there is instituted against either Loan Party any criminal proceeding for which forfeiture of any material asset is a potential penalty, or performed either Loan Party is enjoined, restrained or in any way prevented by you or it in accordance with the applicable Credit Support Document; • order of any Credit Support Document expires or ceases to be in full force governmental authority from conducting any material part of its business affairs and effect prior such order is not completely stayed, to the satisfaction of all your obligations under this Agreementthe Lender, unless we have agreed in writing that this shall not be an Event or dissolved within 20 business days from the effective date of Default;such order; or ​ ​ 1. (viii) any representation or warranty made of Borrower set forth in this Note. the Security Agreement or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in the Letter Agreement shall be untrue in any material respect on the date as at of which the time it was made facts set forth are stated or given certified. (b) Upon the happening of: (I) any Event of Default described in Section 9(a)(iv), the Lender’s obligation to make the Second Advance shall automatically terminate and the full unpaid principal amount of the Note, accrued interest and all other obligations of the Borrower to the Lender shall automatically be due and payable without any declaration, notice, presentment, protest or deemed made demand of any kind (all of which are hereby waived); or given; (2. ) any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events other Event of Default) occurs in respect , the Lender, upon written notice, may terminate its commitment to make the Second Advance and may declare the outstanding principal amount of the Note, accrued interest and all other obligations of the Borrower to the Lender to be due and payable without other notice, presentment, protest or demand of any Credit Support Provider; 3kind, whereupon the full unpaid amount of the Note, accrued interest and any and all other obligations, which shall be so declared due and payable, shall be and become immediately due and payable. we consider In addition, the Lender may exercise any right or remedy available to it necessary pursuant to the Security Agreement, the Letter Agreement, at law or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usequity.

Appears in 1 contract

Samples: Loan Agreement (MOVING iMAGE TECHNOLOGIES INC.)

Xxxxxx of Default. The occurrence and continuance of any of the following events shall constitute Events an “event of Defaultdefault” hereunder: 1. you fail (i) failure of the Borrower to make pay any payment installment due on any Note when the same shall become due and payable, whether at maturity or upon any date fixed for prepayment or by acceleration or otherwise; provided, however, so long as the Borrower is the holder of the Series 2020 Bonds, a failure to pay an installment on the Note shall not constitute a default under this Agreement or Section; or (ii) failure of the Borrower to observe or and perform any other covenant, condition or provision of this Agreement hereof, including all warrants and representations, and to remedy such failure continues for one Business Day default within 30 days after notice thereof from the Trustee to the Borrower, unless the Issuer shall have consented thereto in writing; or (iii) the entry of non- performance has been given a decree or order for relief by us to you; 2. you commence a voluntary court having jurisdiction in the premises in respect of the Borrower in an involuntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any applicable bankruptcy, insolvency, regulatory, supervisory insolvency or similar law (including any corporate now or other law with potential application to you, if insolvent)hereafter in effect, or seeking the appointment of appointing a trustee, receiver, liquidator, conservatorassignee, administratorcustodian, custodian trustee, sequestrator (or other similar official (each a “ Custodian”official) of you the Borrower or for any substantial part of your assetsits property, or if you take ordering the windup or liquidation of its affairs; or the filing and pendency for ninety days without dismissal of a petition initiating an involuntary case under any other bankruptcy, insolvency or similar law; or (iv) the commencement by the Borrower of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, whether consent by it to an entry to an order for relief in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or of any substantial part of its property, or the making by the Borrower of any general assignment for the benefit of creditors, or the failure of the Borrower generally to pay its debts as such debts become due, or the taking of corporate action to authorise by the Borrower in furtherance of any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Providerv) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however describedunder Section 7.1 of the Indenture, except that a default under Section 7.1(d) occurs in relation shall not create a right of acceleration except to you under any other agreement between usthe extent that Pledged SEP TIF Revenues are on hand and available to pay debt service on the Series 2020 Bonds.

Appears in 1 contract

Samples: Financing and Loan Agreement

Xxxxxx of Default. The Each of the following events shall constitute Events be an event of default (“Event of Default”) by Tenant under this Lease: 1. you (i) Tenant shall fail to make pay any payment when due under this Agreement installment of Base Rent or to observe or perform any other provision of this Agreement payment required herein when due, and such failure continues shall continue for one Business Day after notice a period of non- performance has been given by us to you;five (5) days from the date such payment was due. 2. you (ii) Tenant or any guarantor or surety of Tenant’s obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence a voluntary case any case, proceeding or other procedure action seeking to have an order for relief entered on its behalf as a debtor or proposing liquidation, reorganisation, an arrangement to adjudicate it a bankrupt or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a trustee, receiver, liquidator, conservator, administratortrustee, custodian or other similar official (each a “ Custodian”) for it or for all or of you or any substantial part of your assetsits property (collectively a “proceeding for relief”); (C) become the subject of any proceeding for relief which is not dismissed within sixty (60) days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if you take any corporate action Tenant, guarantor or surety is a corporation, partnership or other entity). (iii) Any insurance required to authorise any be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease. (iv) Tenant shall holdover in the Premises after the expiration of the foregoingLease without having entered into a new Lease. (v) Tenant shall attempt or there shall occur any assignment, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case subleasing or other procedure is commenced against you seeking transfer of Tenant’s interest in or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you this Lease except as otherwise permitted in this Lease. (vi) Tenant shall fail to discharge any lien placed upon the Premises in violation of this Lease within sixty (60) days after any such lien or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law encumbrance is filed against the Premises. (including any corporate or other law with potential application to you, if insolventvii) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself Tenant shall fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction provision of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event Lease other than those specifically referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable Paragraph 23, and except as otherwise expressly provided herein, such default shall continue for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf thirty (30) days after Landlord shall have given Tenant written notice of any such default. (viii) Tenant shall disturb other client of us; • you take advantage of delays occurred Tenants in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate Project by making loud noise or allowing Tenant’s guest to violate the system to trade at prices not quoted to you common area of the Project by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usdefecating or urinating.

Appears in 1 contract

Samples: Lease Agreement (Oxford Ventures Inc)

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Xxxxxx of Default. The following shall constitute Events of Default: 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- non-performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-off- market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.

Appears in 1 contract

Samples: Client Agreement

Xxxxxx of Default. The occurrence of any one or more of the following events shall constitute Events an “Event of Default: 1. you (a) the Borrower shall fail to make pay, (i) within two Business Days after the due date thereof, any payment when principal of any Loan or any Reimbursement Obligation, or (ii) within five Business Days after the due under this Agreement date thereof, any interest, any fees or any other amount payable hereunder; (b) the Borrower shall fail to observe or perform any other provision of covenant contained in Section 5.06; (c) the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement and such failure continues (other than those covered by clause (a) or (b) above) for one Business Day 30 days after notice of non- performance thereof has been given to the Borrower by us to youthe Agent at the request of any Lender; 2. you (d) any representation, warranty, certification or statement made by the Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (e) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt or, following the stated maturity of any Material Debt, the Borrower shall fail to pay such Material Debt within two Business Days after the expiration of the period of grace or cure, if any, provided in the instrument or agreement under which such Material Debt was created; (f) the Borrower or any Significant Subsidiary shall commence a voluntary case or other procedure proceeding seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, reorganization or other similar relief with respect to you itself or your its debts under any bankruptcy, insolvency, regulatory, supervisory insolvency or other similar law (including any corporate now or other law with potential application to you, if insolvent), hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, conservatorcustodian or other similar official of it or any substantial part of its property, administratoror shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (g) an involuntary case or other proceeding shall be commenced against the Borrower or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official (each a “ Custodian”) of you it or any substantial part of your assetsits property, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either:proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect; 1. has (h) any member of the ERISA Group sponsoring a Material Plan shall fail to pay when due an amount or amounts aggregating in excess of $200,000,000 which it shall have become liable to pay under Title IV of ERISA with respect to such Material Plan; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $200,000,000; (i) final judgments or orders for the payment of money in an aggregate amount exceeding $200,000,000 shall be entered against the Borrower or any Significant Subsidiary by a court or courts having jurisdiction in the premises and such judgments or orders shall not have been dismissed appealed in good faith (and execution of such judgments stayed during such appeal) or otherwise paid, bonded or otherwise stayed or discharged by the Borrower or such Significant Subsidiary within five days the time period permitted by applicable law for the filing of its institution an appeal for such judgment or presentationthe taking of such other action; or 2. has been dismissed (j) any person or group of persons (within such period but solely the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (excluding, for this purpose, the Borrower and its Subsidiaries and any employee benefit plan of the Borrower or its Subsidiaries), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 50% or more of the then outstanding shares of common stock of the Borrower; or a majority of the seats (other than vacant seats) on the grounds board of an insufficiency directors of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable Borrower shall at any time be occupied by persons who were neither nominated by the management of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given Borrower nor appointed by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usdirectors so nominated.

Appears in 1 contract

Samples: Long Term Credit Agreement (Emerson Electric Co)

Xxxxxx of Default. The (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following shall constitute Events of DefaultDefault shall occur, that is to say :- 1. you (a) if the Borrower and/or the Guarantor shall fail to make pay or otherwise discharge when due, any payment when due sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise and/or any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedureSecurity Documents; 3. you die, become (b) if a demand is made for payment of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole all or any part of your property, undertaking or assets (tangible the moneys for the time being owing and intangible)unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Providerc) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect; (d) if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or obligation on the Borrower’s part and/or the Guarantor’s part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrancer shall take possession or deemed made a receiver and/or manager or given by you other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Borrower and/or the Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Borrower and/or the Guarantor or any of them and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) should be instituted against the Borrower and/or the Guarantor or any of them and the Lender is of the opinion that it will materially affect the Borrower’s and/or the Guarantor’s ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if an application is presented in any Credit Support Document proves court of competent jurisdiction for the winding up of the Borrower and/or the Guarantor or for the appointment of a judicial manager in relation to the Borrower and/or the Guarantor or any similar or analogous proceedings are taken anywhere; (i) if the Borrower and/ or the Guarantor or any of them becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been false presented for the bankruptcy of the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018; (j) if the Borrower and/or the Guarantor die or misleading is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his/ their affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever . (k) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (l) if without the prior written consent of the Lender, the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business; (m) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable; (n) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (o) if a situation shall have arisen, which is the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor or any of them will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (p) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any material respect as at such case the whole of the moneys lent or advanced or any part therefore for the time it was made being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or given notice which is hereby expressly waived. (2) In the event of the occurrence of an Event of Default before the Facilities or deemed made any part thereof shall have been drawndown or given; • utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any Credit Support Provider failsnotice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or you yourself fail extended in their application to comply with or perform any agreement or obligation to the security constituted by the Mortgage that the power of sale may be complied with or performed by you or it exercised in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to provisions of this Clause. (4) Any surplus arising from the sale of the Property may be in full force and effect prior retained by the Lender, instead of being paid to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation Borrower or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves person entitled to have been false the Property, and may be applied by the Lender in satisfaction or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect reduction of any Credit Support Provider; 3. we consider it necessary money owing by the Borrower to the Lender either alone or desirable for our own protectionjointly with any other person and whether as principal or as surety on any account whatsoever, and whether or any action not the Borrower is taken, in default in paying the money secured or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in liabilities for which the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usMortgage is security.

Appears in 1 contract

Samples: Loan Agreement

Xxxxxx of Default. The following shall constitute Events of Default: 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance nonperformance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisationreorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise authorised any of the foregoing, and in the case of a reorganisationreorganization, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisationreorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour favor of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between us.

Appears in 1 contract

Samples: Client Agreement

Xxxxxx of Default. The following If any of the events specified in this Section 3 shall constitute Events occur (herein individually referred to as an "Event of Default:"): 1. you fail to make any (i) Default in payment when due of principal or interest under this Note when due; (ii) A material default by the Borrower in any obligation, or breach by the Borrower of any representation, warranty, covenant or agreement, herein or in other documents signed by the Borrower in connection with the issuance of this Note, the Security Agreement (as hereinafter defined) which is not cured or cannot be cured by the Borrower within ten (10) days after the Holder has given the Borrower written notice of such default; (iii) The institution by the Borrower of proceedings to observe be adjudicated as bankrupt or perform insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other provision applicable federal or state law, or the consent by it to the filing of this Agreement and any such failure continues petition or the appointment of a receiver, liquidator, assignee, trustee or other, similar official for one Business Day after notice all or any substantial part of non- performance has been given its property, or the taking of any action by us to youthe Borrower in furtherance of any such action; 2. you commence a voluntary case or other procedure (iv) If, within sixty (60) days after the commencement of an action against the Borrower seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatoryreorganization, supervisory liquidation or similar relief under any present or future statute, law (including any corporate or other law with potential application to youregulation, if insolvent)such action shall not have been resolved in favor of the Borrower or all orders or proceedings there under affecting the property of the Borrower stayed, or seeking if the stay or any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days /2/ after the appointment without the consent or acquiescence of a trustee, receiver, liquidator, conservator, administrator, custodian the Borrower of any trustee or other similar official (each a “ Custodian”) of you receiver for all or any substantial part of your assets, or if you take any corporate action to authorise any its property such appointment shall not have been vacated; (v) Any default of the foregoing, Borrower under any indebtedness or other obligation which aggregate at least $75,000 if such default is not cured by the Borrower before the earlier of (1) ten (10) days after the Holder has given the Borrower written notice of such default or (2) the obligee of such indebtedness or other obligation has made demand or notified the Borrower of any acceleration and in the case of a reorganisationeither case, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. cure period has not been dismissed within five days of its institution or presentationelapsed; or (vi) The rendering of one or more judgments or orders against the Borrower for the payment of money exceeding any applicable insurance coverage by more than $75,000 in the aggregate, and either (1) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (2. has been dismissed within ) there shall be any period of 30 consecutive days during which a stay of enforcement of any such period but solely on judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; then, with the grounds exception of an insufficiency Event of assets Default specified in clauses (iii) and (iv) above, the Holder of this Note may, by notice to cover the costs Borrower, declare the principal of such case or this Note, all interest thereon and all other procedure; 3. you die, become of unsound mind, are unable amounts payable hereunder to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been be immediately due and payable, or any suitwithout presentment, action demand, protest or other proceedings relating to notice of any kind, all of which are hereby expressly waived by the Borrower, whereupon the principal amount of this Agreement are commenced for Note, all such interest and all other such amounts shall become and be immediately due and payable, and exercise any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession ofand all of his other rights under applicable law hereunder. Upon, the whole or any part occurrence of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation Default specified in clauses (iii) or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as (iv) above, the principal amount of this Note, all interest thereon and all other amounts payable hereunder shall thereupon and concurrently therewith become due and payable and interest upon the principal shall accrue at the time it was made or given or deemed made or given; 2. rate of 15% per annum, all without any event referred to in Clauses 14.2 to Clause 14.4 action by the Holder of this Clause 14 (Events of Default) occurs in respect Note, and without presentment, demand, protest or other notice of any Credit Support Provider; 3. we consider it necessary or desirable for our own protectionkind, or any action is takenall of which are hereby expressly waived by the Borrower, or event occurs which we consider might have a material adverse effect upon, your ability anything in this Note to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between uscontrary notwithstanding.

Appears in 1 contract

Samples: Secured Convertible Revolving Promissory Note Agreement (Caredecision Corp)

Xxxxxx of Default. The following shall constitute Events occurrence of Default: 1. you fail to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case following acts or events will constitute an “Event of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation Default” under this Agreement Agreement: (a) if Seller fails to make payment of any of the Obligations when due; (b) if Seller commits any breach of any of the terms, representations, warranties, covenants, conditions or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation provisions of a third party (“Credit Support Provider”)this Agreement, or of youany present or future amendment, in favour restatement, extension, supplement or other modification hereof or of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usBuyer and Seller; (c) if Seller becomes insolvent or unable to meet Xxxxxx’s debts as they mature; (d) if Seller fails to pay when due any material obligations or liabilities owing by Seller to any Person (including without limitation, any United States and state taxes); (e) if Seller calls, or has called by a third party, a meeting of creditors; (f) if any bankruptcy proceeding, insolvency arrangement, receivership or ​ ​ ​ ​ similar proceeding is commenced by or against Seller under any federal, state or other applicable law; (g) if Seller suspends or discontinues doing business for any reason; (h) if a receiver or trustee of any kind is appointed for Seller or any of Seller’s property; (i) if there shall be a change in the beneficial ownership and control, directly or indirectly of the majority of the outstanding voting securities or other interests entitled (without regard to the occurrence of any contingency) to elect or appoint members of the board of directors or other managing body of Seller; or (j) if Seller grants to any Person other than Buyer any lien, Security Interest or other Encumbrance on or to any Collateral; (k) if a notice of lien, money judgment, levy, assessment, seizure or writ, or warrant of attachment is entered or filed against Seller or with respect to the Accounts or any other Collateral in which Seller has granted Buyer a Security Interest; or (l) if Seller sells, leases, transfers or otherwise disposes of all or substantially all of Seller’s property or assets, or consolidates with or merges into or with any corporation or entity.

Appears in 1 contract

Samples: Factoring Agreement (Precipio, Inc.)

Xxxxxx of Default. The Each and any of the following shall constitute Events a default and, after expiration of the Grace Period, if any, shall constitute an “Event of Default” hereunder: 1. you fail to make (a) the nonpayment of principal, interest, or any payment other costs or expenses promptly when due of any amount payable under this Agreement or Note; (b) any other failure of the Borrower to observe or perform any covenant set forth in this Note (other provision than a payment default described above), which failure is not cured within thirty (30) days (the “Grace Period”) of this Agreement and Xxxxxxxx’s receipt of a written notice that such failure continues for one Business Day after notice exists and is continuing, and should it not be cured within the Grace Period, it shall constitute an Event of non- performance has been given by us to youDefault under this Note; 2. you (c) if Borrower shall commence a voluntary case any case, proceeding or other procedure action: (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or proposing seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, reorganisationdissolution, an arrangement or composition, a freeze or moratorium, composition or other similar relief with respect to you it or your debts under any bankruptcy, insolvency, regulatory, supervisory its debts; or similar law (including any corporate or other law with potential application to you, if insolvent), or ii) seeking the appointment of a trustee, receiver, liquidator, conservator, administratortrustee, custodian or other similar official (each a “ Custodian”) of you for it or for all or any substantial part of your assetsits property, or if you take the Borrower shall make a general assignment for the benefit of its creditors; or (iii) there shall be commenced against the Borrower any corporate case, proceeding or other action to authorise any of the foregoing, and in the case of a reorganisationnature referred to above or seeking issuance of a warrant of attachment, arrangement or compositionexecution, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory distraint or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you process against all or any substantial part of your assets and such involuntary case its property, which case, proceeding or other procedure either: 1. has not been dismissed within five days action results in the entry of its institution any order for relief or presentation; or 2. has been dismissed within such remains undismissed, undischarged or unbonded for a period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedureone hundred twenty (120) days; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Providerd) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you the Borrower under this Agreement or any Credit Support Document proves Note shall prove to have been false or misleading incorrect in any material respect as at when made; or (e) the time it was made sale of all or given or deemed made or given; • any Credit Support Provider failssubstantially all of the assets, or you yourself fail to comply with change in controlling ownership (i.e., change in excess of 50% the Borrower’s equity voting interest) or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreementdissolution, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protectionliquidation, merger, consolidation, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any reorganization of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as Borrower without the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usLender’s prior written consent.

Appears in 1 contract

Samples: Promissory Note (CFN Enterprises Inc.)

Xxxxxx of Default. The following An event of default shall constitute Events of Defaultoccur hereunder if the BORROWER: 1. you fail Fails to make any payment when due under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise pay any of the foregoing, and in the case of Installments or a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case part thereof or other procedure is commenced against you seeking payment required hereunder when due whether on demand or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentationnot; or 2. has been dismissed within such period but solely on Fails to effect insurance cover of the grounds of an insufficiency of assets Product or fails to cover pay insurance premiums as and when due or fails to reimburse the costs of such case same to the LENDER if paid by the LENDER, or under any other procedure;document furnished to the LENDER in connection herewith; or 3. you dieFails to perform or observe or carry out any other covenant, condition or Agreement to be performed, observed or carried out by the BORROWER hereunder or under any other document furnished to the LENDER in connection herewith; or 4. Without the LENDER's consent sells, transfers, parts with possession or sub-lets or charges or encumbers or creates any lien on or endangers the Product in the opinion of the LENDER; or 5. Dies or commits an act of bankruptcy or become of unsound mind, are unable to pay your debts as they fall due insolvent or are bankrupt or insolventis wound up or makes an assignment for the benefit of creditors, as defined under or consents for the appointment of a trustee or receiver, or either a trustee or a receiver shall be appointed for the BORROWER or for a substantial part of XXXXXXXX's property without the LENDER's consent or any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date thereforere-organization, or becomes capable insolvency proceedings or winding up proceedings shall be instituted by/or against the BORROWER, voluntary or otherwise; It is expressly clarified that the Product shall not be considered to be the property of the BORROWER in the event of BORROWER being adjudged as insolvent or having a receiver or liquidator appointed; or 6. Suffers adverse material change in the financial condition from the date hereof, and as a result thereof, the LENDER deems itself or the Product to be unsecured; or 7. Is in default under any hire purchase or other agreement at any time executed with the 8. Commits breach of any of the terms of this agreement; or 9. Is unable to prevent the Product from being declaredconfiscated, due attached or taken into custody by any authority or from becoming subject of any execution proceedings under the law; or 10. Is unable to park the Product in a proper parking place under lock and payable under agreements key leading to the Product being stolen away or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating is in a total loss in the opinion of the LENDER; or, 11. Is unable to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, convince the whole or any part LENDER about the ability of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation the BORROWER to meet his obligation/s under this Agreement agreement; or 12. Does any act, deed or thing which in the sole opinion of the LENDER prejudices the rights of the 13. Has an execution or sequestration levied against his estate or allows the Product to be seized under any guaranteedistress, hypothecation agreement, margin or security agreement or document, execution or any other document containing an obligation of a third party (“Credit Support Provider”), process or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed detained by you or it in accordance with reason of any alleged lien ; or 14. Transfers the applicable Credit Support DocumentProduct outside the State where the original delivery was effected without the previous written approval of the LENDER; • any Credit Support Document expires or ceases or 15. Is unable to be in full force protect and effect prior take appropriate care of the product leading to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. Product being destroyed for any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usreason whatsoever.

Appears in 1 contract

Samples: Car and Two Wheeler Loan Agreement

Xxxxxx of Default. The If any of the following shall constitute Events events (each an “Event of Default: 1”) occur, Bank shall have the rights set forth in Section 3.7 hereof and as otherwise set forth herein and in the other Purchase Documents, as applicable. you An Event of Default shall be deemed continuing unless specifically waiver or deemed cured by Purchaser in writing: (a)Seller, Servicer or Subservicer shall fail to make when due any payment when due obligations under this Agreement or to observe or perform any other provision of Purchase Document; or (b)Any representation or warranty made or deemed made by Seller, Servicer or Subservicer in this Agreement and or any other Purchase Document shall be inaccurate or incomplete in any respect on or as of the date made or deemed made; or (c)Seller, Servicer or Subservicer shall default in the observance or performance of any covenant or agreement contained in this Agreement or any other Purchase Document; or (d)Seller shall default in any payment of principal of or interest on any indebtedness in the aggregate principal amount of five hundred thousand dollars ($500,000) or more without regard for the dollar amount of the defaulted payment, or any other event shall occur, the effect of which is to permit such failure continues for one Business Day after notice of non- performance has been given by us indebtedness or any portion thereof to you;be declared or otherwise to become due prior to its stated maturity; or (e) 2. you (1) Seller, Servicer or Subservicer shall commence a voluntary case any case, proceeding or other procedure action (i) relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Seller, Servicer or proposing Subservicer, or seeking to adjudicate Seller, Servicer or Subservicer a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, reorganisationdissolution, an arrangement or composition, a freeze or moratorium, composition or other similar relief with respect to you Seller, Servicer or your debts under any bankruptcy, insolvency, regulatory, supervisory Subservicer or similar law (including any corporate or other law with potential application to you, if insolvent)their respective debts, or (ii) seeking the appointment of a trustee, receiver, liquidator, conservator, administratortrustee, custodian or other similar official (each a “ Custodian”) of you for Seller, Servicer or any substantial part of your assets, Subservicer or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole all or any part of your propertytheir respective assets, undertaking or assets Seller, Servicer or Subservicer shall make a general assignment for the benefit of its creditors; or (tangible and intangible); 4. you 2) there shall be commenced against Seller, Servicer or Subservicer any case, proceeding or other action of a nature referred to in clause (1) above which (i) results in the entry of an order for relief or any Credit Support Provider (such adjudication or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or documentappointment, or (ii) remains undismissed, undischarged or unbonded for a period of thirty (30) days; or (3) there shall be commenced against Seller, Servicer or Subservicer any case, proceeding or other document containing an obligation action seeking issuance of a third party warrant of attachment, execution, distraint or similar process against all or substantially all of the assets of Seller, Servicer or Subservicer that results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, satisfied or bonded pending appeal within thirty (“Credit Support Provider”30) days from the entry thereof; or (4) Seller, Servicer or Subservicer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in (other than in connection with a final settlement), or of you, in favour of us supporting any of your obligations under this Agreement the acts set forth in clauses (each a “ Credit Support Document”1); , (2) or (3) above; or (5. any representation ) Seller, Servicer or warranty made Subservicer shall generally not, or given shall be unable to, or deemed made shall admit in writing its, his, her or given by you under this Agreement their inability to pay its, his, her or any Credit Support Document proves to their debts as they become due; or one or more judgments or decrees in an aggregate amount in excess of five hundred thousand dollars ($500,000) shall be entered against Seller and all such judgments or decrees shall not have been false vacated, discharged, stayed, satisfied or misleading in bonded pending appeal within thirty (30) days after the entry thereof; or (f)For any material respect as reason, any Purchase Document at the any time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to shall not be in full force and effect prior to the satisfaction of in all your obligations under this Agreement, unless we have agreed in writing that this material respects or shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading enforceable in any all material respect as at the time it was made or given or deemed made or given; 2. any event referred to respects in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protectionaccordance with its terms, or any action is takenparty thereto (other than Purchaser) shall seek to disaffirm, terminate, limit or reduce its obligations thereunder; or (g)Seller, Servicer or Subservicer shall grant, or event occurs which we consider might suffer to exist, any lien on any Mortgage Loan or the servicing rights relating thereto; or (h)Purchaser shall have determined that a material adverse effect uponhas occurred with respect to Seller, your ability to perform any of your obligations under this AgreementServicer or Subservicer; • you fail or omit to disclose to us your capacity as (i)There shall occur the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf initiation of any other client investigation, audit, examination or review of usSeller or Servicer by any governmental authority or government-sponsored enterprise or any trade association or consumer advocacy group relating to the origination, sale or servicing of Mortgage Loans by Seller or Servicer or the business operations of Seller or Servicer, with the exception of normally scheduled audits or examinations by Seller’s or Servicer’s regulators, if Purchaser believes that such investigation, audit, examination, or review is likely to result in a Material Adverse Effect; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at offor (j)Any Mortgage Loan shall become a Four-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usYear Mortgage Loan. 1.

Appears in 1 contract

Samples: Master Loan Purchase and Servicing Agreement

Xxxxxx of Default. The Each of the following events shall constitute Events be an “Event of Default” hereunder: 1. you fail to make (a) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall file any payment when due petition or answer seeking any reorganization, arrangement, composition, readjustment, ​ liquidation, dissolution or similar relief under this Agreement the present or to observe any future federal bankruptcy act or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case present or future applicable federal, state or other procedure seeking statute or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratoriumlaw, or other similar relief with respect shall make an assignment for the benefit of creditors or shall seek or consent to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking acquiesce in the appointment of a any trustee, receiver, liquidator, conservator, administrator, custodian receiver or other similar official (each a “ Custodian”) liquidator of you Tenant or of all or any substantial part of your assetsTenant’s Property; or (b) if there shall be filed against Tenant an involuntary petition in bankruptcy or insolvency, or if you take any corporate action to authorise any of the foregoing, and in the case of Tenant shall be adjudicated a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under and if within ninety (90) days after the commencement of any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is such proceeding against Tenant such proceeding shall not paid on the due date thereforehave been dismissed, or becomes capable at if, within ninety (90) days after the appointment of any time trustee, receiver or liquidator of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”)Tenant, or of youall or a substantial part of Tenant’s Property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s Property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied; or (c) if Tenant shall default for more than five (5) Business Days after Landlord notifies Tenant in writing of Xxxxxx’s failure to pay when due of any installment of Fixed Rent or Additional Rent; or (d) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Fixed Rent and Additional Rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot with due diligence be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, and/or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or (e) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant except as is expressly permitted under Article 19; (f) then in any of said events Landlord may give to Tenant notice of intention to end the Term at the expiration of five (5) days from the date of the giving of such notice, and, in favour the event such notice is given and Tenant shall not have cured such default, this Lease (whether or not the Term shall have commenced) shall terminate upon the expiration of us supporting any said five (5) days with the same effect as if that day were the Expiration Date, and all rights of your obligations Tenant under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading Lease shall expire and terminate and Xxxxxx shall immediately quit and surrender the Premises but Tenant shall remain liable for all of its obligations hereunder and for damages as provided in any material respect as at the time it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usArticle 15.

Appears in 1 contract

Samples: Lease Agreement (Cara Therapeutics, Inc.)

Xxxxxx of Default. The (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following shall constitute Events of DefaultDefault shall occur, that is to say :- 1. you (a) if the Borrower and/or the Guarantor shall fail to make pay or otherwise discharge when due, any payment when due sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement or to observe or perform any other provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise and/or any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedureSecurity Documents; 3. you die, become (b) if a demand is made for payment of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole all or any part of your property, undertaking or assets (tangible the moneys for the time being owing and intangible)unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Providerc) disaffirms, disclaims or repudiates any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. if any representation or warranty made in or in pursuance of this Agreement or any of the Security Documents or in any certificate, statement or other document delivered in connection with the execution and delivery hereof or thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any material respect; (d) if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or obligation on the Borrower’s and/or the Guarantor’s part to be performed and observed hereunder (other than the payment of any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrances shall take possession or deemed made a receiver and/or manager or given by you other similar officer is appointed of the whole of the undertaking, property or assets or any part thereof of the Borrower and/or the Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against any part of the property or assets of the Borrower and/or the Guarantor or any of them and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Borrower and/or the Guarantor or any of them and the Lender is of the opinion that it will materially affect the Borrower’s and/or the Guarantor’s ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if an application is presented in any Credit Support Document proves court of competent jurisdiction for the winding up of the Borrower and/or the Guarantor or for the appointment of a judicial manager in relation to the Borrower and/or the Guarantor or any similar or analogous proceedings are taken anywhere; (i) if the Borrower and/ or the Guarantor or any of them becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been false presented for the bankruptcy of the Borrower and/or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018; (j) if the Borrower and/or the Guarantor die or misleading is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his/her affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever; (k) if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (l) if without the prior written consent of the Lender, the Borrower and/or the Guarantor ceases or threatens to cease to carry on its business; (m) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable; (n) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (o) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor or any of them will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (p) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any material respect as at such case the whole of the moneys lent or advanced or any part therefore for the time it was made being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or given notice which is hereby expressly waived. (2) In the event of the occurrence of an Event of Default before the Facilities or deemed made any part thereof shall have been drawndown or given; • utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any Credit Support Provider failsnotice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a mortgagee in respect of the Property and in particular, and without prejudice to the generality of the foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or you yourself fail extended in their application to comply with or perform any agreement or obligation to the security constituted by the Mortgage that the power of sale may be complied with or performed by you or it exercised in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; 2. any event referred to in Clauses 14.2 to Clause 14.4 provisions of this Clause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, or any action is taken, or event occurs which we consider might have a material adverse effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the beneficial owner of more than one accounts you may maintain with us and/or your capacity to act as a money manager on behalf of any other client of us; • you take advantage of delays occurred in the prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in relation to you under any other agreement between usClause.

Appears in 1 contract

Samples: Loan Agreement

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