Common use of Default by Customer Clause in Contracts

Default by Customer. 15.1 Customer will be in “Default” under this Agreement if: (a) Customer fails to perform any obligation under this Agreement; (b) a representation or warranty by Customer in connection with this Agreement was incorrect or misleading when made; (c) any petition in bankruptcy, insolvency, receivership, or reorganization or proceeding pursuant to any other debtor relief law is filed by or against Customer; (d) any order is entered appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of Customer; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit of creditors with respect to Customer, or any other material adverse change in the financial condition of Customer; (f) any adverse judgment, order or award is entered against Customer that has a material adverse impact on the financial condition of Customer or a detrimental effect on the ability of Customer to perform its obligations under this Agreement; (g) Customer is in default under any other agreement between Customer and Issuer or its affiliates; or (h) any event described in Section 15.1(a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwise defaults in its obligations under a guaranty. 15.2 If Customer is in Default: (a) Customer will not have any further right to borrow under this Agreement; (b) Issuer may declare all outstanding amounts under the Account to be immediately due and payable; (c) Issuer may terminate this Agreement; and (d) Issuer will have the right to bring suit and exercise all rights and remedies available under applicable law. In addition, if Customer is in Default, Issuer may, in its sole discretion, suspend all services and obligations, shorten the billing cycle, and change the payment terms. A suspension of services or obligations will not be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services or obligations relates or otherwise. Customer agrees to pay any and all costs (including reasonable attorneys’ fees) incurred by Issuer in enforcing Customer’s obligations under this Agreement.

Default by Customer. 15.1 Customer will be in “Default” under this Agreement 21.1 An Event of Default shall occur if: : (a) Customer fails to perform pay any obligation under this Agreement; charge or amount on the Baseline Due Date, Additional Due Date, or Purchase Due Date, as applicable, and such failure continues for a period of five (5) business days after Customer's receipt of written notice thereof from ITCD; (b) a representation Customer fails to perform or warranty observe in any material respect any covenant or agreement to be performed or observed by it hereunder and such failure continues uncured for thirty (30) days after Customer's receipt of written notice thereof from ITCD, unless such failure is not reasonably correctable within such thirty (30) day period in which case an Event of Default by Customer in connection with this shall not occur if Customer commences and diligently pursues corrective action within such thirty (30) day period as soon as possible after being so notified. Master Agreement was incorrect or misleading when made; ITC DeltaCom Communications, Inc. MASTER AGREEMENT (c) any petition in bankruptcyCustomer, insolvencyceases doing business as a going concern, receivership, or reorganization or proceeding pursuant to any other debtor relief law is filed by or against Customer; (d) any order is entered appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of Customer; (e) there is makes an insolvency, dissolution, reorganization, or assignment for the benefit of creditors creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated as bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to its dissolution or liquidation; provided, however, Customer shall not be in default by virtue of Customer's pending bankruptcy case filed in the U.S. Bankruptcy Court, Northern District of Texas, Dallas Division (Case No. 01-34275-SAF-11) ("Bankruptcy Case"); (d) If within sixty (60) days after the commencement of any proceedings against Customer seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within sixty (60) days after the appointment without Customer's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not have been vacated; provided, however Customer shall not be in default by virtue of the Bankruptcy Case. 21.2 Upon the occurrence of an Event of Default, ITCD may, immediately terminate this Agreement and terminate ITCD's performance of its duties hereunder. Customer hereby acknowledges and agrees that the court in the Bankruptcy Case has entered an Order dated July 20, 2001, stating that the automatic stay of 11 USC 362 has been modified such that ITCD may immediately proceed to enforce any of its rights and remedies with respect to Customer, or any other material adverse change Customer in the financial condition event of Customer; a post-assumption default after five (f5) business days written notice and opportunity to cure has lapsed. Any termination of the Agreement shall not terminate or otherwise affect any adverse judgment, order or award is entered against Customer that has a material adverse impact on the financial condition of Customer or a detrimental effect on the ability of Customer to perform its parties' obligations under this Agreement; (g) Customer is any and all other valid Agreements or Contracts, including the Satellite Services Supplemental Agreement which shall remain in default under any other agreement between Customer full force and Issuer or its affiliates; or (h) any event described in Section 15.1(a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwise defaults in its obligations under a guarantyeffect. 15.2 If Customer is in Default: (a) Customer will not have any further right to borrow under this Agreement; (b) Issuer may declare all outstanding amounts under the Account to be immediately due and payable; (c) Issuer may terminate this Agreement; and (d) Issuer will have the right to bring suit and exercise all rights and remedies available under applicable law. In addition, if Customer is in Default, Issuer may, in its sole discretion, suspend all services and obligations, shorten the billing cycle, and change the payment terms. A suspension 21.3 Despite termination of services or obligations will not be deemed a waiver of any right to terminate this Agreement, whether as a Customer shall remain responsible for all amounts then due to ITCD and Customer shall pay for all damages proven to result of the Default to which such suspension of services or obligations relates or otherwise. Customer agrees to pay any and all costs (including reasonable attorneys’ fees) incurred by Issuer in enforcing from Customer’s obligations 's default under this Agreement.

Default by Customer. 15.1 Customer will be in “Default” under this Agreement if: (a) A material breach by Customer fails of this Agreement shall be considered an event of default (“Event of Default”) with respect to perform the affected Pick-Up Location, provided such breach continues for a period of thirty (30) days after Customer’s receipt of written notice from ▇▇▇▇▇’▇ specifying the nature of such breach. Notwithstanding the foregoing, if breach is non- payment for services, such a default must be cured within five (5) days of written notice by a cashier’s check or wire transfer for all outstanding sums due. (b) Upon the occurrence of any obligation Event of Default, ▇▇▇▇▇'▇ may exercise any one or more of the following remedies: (i) Require Customer, at Customer's sole cost and expense, to return any and all of the Equipment in accordance with Section 9, or Brink's, at its option, may enter the Pick-Up Location, and repossess and remove the Equipment; (i) Declare immediately due and payable all Fees for services provided under this Agreement; (b) a representation or warranty , all costs associated with the removal and shipment of the Equipment and the balance of Fees to be paid by Customer in connection with during the remaining Equipment Term relating to the affected Pick-Up Location. If the Event of Default is after the first thirty (30) months of this Agreement was incorrect or misleading when madebut before expiration of the then current term, Customer shall pay Brink's ten percent (10%) of the Fees to be paid by Customer during the remaining portion of the applicable Equipment Term. (ii) Liquidate all collateral to satisfy Customer’s outstanding obligations; (iii) Except as stated in Exhibit C, exercise an offset against all Property, Shipments and other property of Customer in Brink’s possession to satisfy Customer’s outstanding obligations; and/or (civ) any petition in bankruptcy, insolvency, receivership, or reorganization or proceeding pursuant to any other debtor relief law is filed by or against Customer; (d) any order is entered appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of Customer; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit of creditors with respect Upon written notice to Customer, terminate this Agreement or any other material adverse change in the financial condition of Customer; (f) any adverse judgment, order Services to the Pick-Up Locations associated with the breach or award is entered against Customer that has a material adverse impact default. No failure or delay on the financial condition part of Customer ▇▇▇▇▇'▇ to exercise any right or remedy hereunder shall operate as a detrimental effect on the ability waiver thereof. No express or implied waiver by ▇▇▇▇▇'▇ of Customer to perform its obligations under this Agreement; (g) Customer is in any default under any other agreement between Customer and Issuer or its affiliates; or (h) any event described in Section 15.1(a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwise defaults in its obligations under a guaranty. 15.2 If Customer is in Default: (a) Customer will not have any further right to borrow under this Agreement; (b) Issuer may declare all outstanding amounts under the Account to be immediately due and payable; (c) Issuer may terminate this Agreement; and (d) Issuer will have the right to bring suit and exercise all rights and remedies available under applicable law. In addition, if Customer is in Default, Issuer may, in its sole discretion, suspend all services and obligations, shorten the billing cycle, and change the payment terms. A suspension of services or obligations will not be deemed shall constitute a waiver of any right to terminate this Agreement, whether as other default by Customer or a result waiver of the Default to which such suspension any of services or obligations relates or otherwise. Customer agrees to pay any and all costs (including reasonable attorneys’ fees) incurred by Issuer in enforcing Customer’s obligations under this AgreementBrink's rights.

Default by Customer. 15.1 It shall be deemed a Default by Customer will be in “Default” under this Agreement if: hereunder if the Customer (a) Customer fails to perform defaults in the payment of any obligation under this Agreementsum of money due hereunder beyond the tenth (10th) day after the same shall become due hereunder; (b) defaults in the performance of any other of its obligations under this Agreement for a representation or warranty continuous period of thirty (30) days after receipt by Customer in connection with this Agreement was incorrect of written notice thereof from ALSG, its successors or misleading when madeassigns; (c) performs any affirmative act of insolvency or files any petition in or takes any other action under any bankruptcy, insolvencyreorganization, receivershipinsolvency or moratorium law or any other law or laws for the relief of, or reorganization or proceeding pursuant to any other debtor relief law is filed by or against Customerrelating to, debtors; (d) is the subject of filing of any order involuntary petition under any bankruptcy statute which is entered appointing a receiver, custodian, trustee, liquidator, not dismissed within sixty (60) days thereafter or the appointment of any other person with similar authority over receiver or trustee to take possession of the assets properties of Customer, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within sixty (60) days from the date of said filing or appointment; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit has a substantial part of creditors with respect to Customer, its property or any other material adverse change in part of the financial condition of CustomerMachines subjected to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or (f) any adverse judgment, order or award is entered against Customer that has a material adverse impact on the financial condition of Customer or a detrimental effect on the ability of Customer to perform its obligations under this Agreement; (g) Customer is in default defaults under any other agreement between Customer and Issuer ALSG, its successors or assigns. In the event of any Default, ALSG, its affiliates; successors or (h) any event described in Section 15.1(a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwise defaults in assigns, may at its obligations under a guaranty. 15.2 If Customer is in Defaultoption: (ai) Customer will not have any further right to borrow under terminate this Agreement; (bii) Issuer whether or not this Agreement is terminated, take immediate possession of any or all of the Machines, wherever situated, and for such purpose enter upon any premises without liability for so doing; (iii) sell, dispose of, hold, use or lease any Machines as ALSG in its sole discretion may decide, without any duty to account to Customer, and Customer shall remain liable for the remaining unpai rent for the balance of the respective Initial Term relating to such Machines and for other charges payable by Customer in accordance with this Agreement as provided herein; (iv) declare immediately due and payable the present value of all outstanding amounts under rentals remaining unpaid for the Account balance of the term of this Agreement (such present value to be computed on the basis of the discount rate as defined in the Schedule, applied from the date upon which such rental would be paid), in which event the same shall be accelerated and immediately due and payable; (c) Issuer may terminate this Agreement, which rentals shall be deemed liquidated damages and not a penalty; and (dv) Issuer will have exercise any other right or remedy which may be available in law or equity. Notwithstanding ALSG's exercise of any of the right foregoing remedies, ALSG may recover from Customer all rentals and other sums accrued and unpaid under any terms hereof. The above remedies, to bring suit and exercise all rights and remedies available under applicable the extent permitted by law. In addition, if Customer is in Default, Issuer may, in its sole discretion, suspend all services and obligations, shorten the billing cycle, and change the payment terms. A suspension of services or obligations will not shall be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services cumulative and may be exercised successively or obligations relates or otherwise. Customer agrees to pay any and all costs (including reasonable attorneys’ fees) incurred by Issuer in enforcing Customer’s obligations under this Agreementconcurrently.

Default by Customer. 15.1 It shall be deemed a Default by Customer will be in “Default” under this Agreement if: hereunder if the Customer (a) Customer fails to perform defaults in the payment of any obligation under this Agreementsum of money due hereunder beyond the tenth (10th) day after the same shall become due hereunder; (b) defaults in the performance of any other of its obligations under this Agreement for a representation or warranty continuous period of thirty (30) days after receipt by Customer in connection with this Agreement was incorrect of written notice thereof from XLDC, its successors or misleading when madeassigns; (c) performs any affirmative act of insolvency, or files any petition in or takes any other action under any bankruptcy, insolvencyreorganization, receivershipinsolvency or moratorium law, or reorganization or proceeding pursuant to any other debtor law or laws for the relief law is filed by of, or against Customerrelating to, debtors; (d) is the subject of filing of any order involuntary petition under any bankruptcy statute which is entered appointing a receiver, custodian, trustee, liquidatornot dismissed within sixty (60) days thereafter, or the appointment of any other person with similar authority over receiver or trustee to take possession of the assets properties of Customer, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within sixty (60) days from the date of said filing or appointment; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit has a substantial part of creditors with respect to Customer, its property or any other material adverse change in part of the financial condition of CustomerMachines subjected to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or (f) any adverse judgment, order or award is entered against Customer that has a material adverse impact on the financial condition of Customer or a detrimental effect on the ability of Customer to perform its obligations under this Agreement; (g) Customer is in default defaults under any other agreement between Customer and Issuer XLDC, its successors or assigns. In the event of any Default, XLDC, its affiliates; successors or (h) any event described in Section 15.1(a) through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwise defaults in assigns, may at its obligations under a guaranty. 15.2 If Customer is in Defaultoption: (ai) Customer will not have any further right to borrow under terminate this Agreement; (bii) Issuer whether, or not this Agreement is terminated, take immediate possession of any or all of the Machines, wherever situated, and for such purpose, enter upon any premises without liability for so doing; (iii) sell, dispose of, hold, use or lease any Machines as XLDC in its sole discretion may decide, without any duty to account to Customer, and Customer shall remain liable for the remaining unpaid rent for the balance of the respective initial Term relating to such Machines and for other charges payable by Customer in accordance with this Agreement; (iv) declare immediately due and payable all outstanding amounts under rentals remaining unpaid for the Account to balance of the term of the lease in which event the same shall be accelerated and immediately due and payable; (c) Issuer may terminate this Agreement, and shall be deemed liquidated damages and not a penalty; and (dv) Issuer will have the exercise any other right to bring suit and exercise all rights and remedies or remedy which may be available under applicable law. In additionThe above remedies, if Customer is in Defaultto the extent permitted by law, Issuer may, in its sole discretion, suspend all services and obligations, shorten the billing cycle, and change the payment terms. A suspension of services or obligations will not shall be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services cumulative and may be exercised successively or obligations relates or otherwise. Customer agrees to pay any and all costs (including reasonable attorneys’ fees) incurred by Issuer in enforcing Customer’s obligations under this Agreementconcurrently.