Collateral Events Sample Clauses
The Collateral Events clause defines specific situations or occurrences that affect the status or handling of collateral in a contractual relationship. Typically, this clause outlines what constitutes a collateral event, such as a decrease in the value of posted collateral, a failure to deliver required collateral, or legal changes impacting the enforceability of collateral arrangements. By clearly identifying these events, the clause provides a framework for the parties to respond appropriately, such as by demanding additional collateral or triggering other contractual remedies. Its core function is to manage and mitigate risks associated with collateral, ensuring both parties are protected against unforeseen changes that could undermine the security of the agreement.
Collateral Events. At the Closing, the Parties acknowledge that the Operating Agreement (“Operating Agreement”) dated February 7, 2007 and the Licensing Agreements (the “Licensing Agreement”), dated February 7, 2007 executed by and between the Seller, Veritas Solutions, Inc. and Secure Asset Reporting Services, Inc. shall be terminated and cancelled according to the terms set forth in the Operating Agreement and Licensing Agreement, respectively. A fully executed copy of the Operating Agreement and the Licensing Agreements is annexed hereto and made apart hereof as Exhibits C and D.
Collateral Events. If any of the following conditions or events (each, a "Collateral Event") shall occur:
(a) Assignee shall fail to pay any amount when due under Section 3(a) or Section 7 (b) hereof, and such failure continues for 10 Business Days; or
(b) Any demand for payment or other performance under or in respect of any Assumed Obligation shall be made on Assignor, unless (i) such demand shall be rescinded within 15 Business Days thereof, or (ii) the associated obligation shall have been paid or performed in full by Assignee within 15 Business Days of notice thereof by Assignor to Assignee unless Assignee and/or Company is diligently and in good faith disputing the applicable obligation (and Assignee has given Assignor notice thereof and is otherwise complying with Section 7(b) hereof); or
(c) Assignee, Company or MCC (or any transferee pursuant to Section 5.18 of the Purchase Agreement) shall fail to perform or comply with Section 6 (c) hereof, Section 5.7 (b) of the Purchase Agreement or the second sentence of Section 5.7(a) of the Purchase Agreement; or Company or any Company Subsidiary (or any transferee pursuant to Section 5.18 of the Purchase Agreement) shall fail to pay any amount when due under any Underlying Agreement, and, unless Assignee and/or Company is diligently and in good faith disputing such payment obligation, and such failure continues for 15 Business Days; or
(d) Assignee shall fail to pay when due any principal of or interest on any indebtedness with an aggregate principal amount in excess of $10,000,000 beyond any grace period provided therefor; or
(e) Any Insolvency Event (as defined below) shall occur; or
(f) The implied senior unsecured debt rating of Assignee shall be "B-" or less by Standard and Poors Corporation, or "B1" or less by ▇▇▇▇▇'▇ Investors Services; or
(g) Assignor or any of its Affiliates shall pay, or become obligated to pay, any amount in respect of self-insured retentions for Buyer Patient Injury Claims, and Assignee shall fail to pay (or reimburse Assignor for) such amount within 10 Business Days notice thereof by Assignor to Assignee; then, in addition to any other remedy available to Assignor at law or in equity, upon the request of Assignor (which request shall, in the case of a Collateral Event under Section 8(e), be deemed automatically to have been made, without presentment, demand, protest or other requirement of any kind, all of which are hereby waived), as collateral security for the Assignee Reimbursement Obligation...
Collateral Events