Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 6 contracts

Samples: Indenture (Iron Mountain Inc), Iron Mountain Incorporated (Iron Mountain Inc), Iron Mountain Incorporated (Iron Mountain Inc)

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Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in clauses (v) or (vi) in the second preceding paragraph above occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 5 contracts

Samples: Fifteenth Supplemental Indenture (Equinix Inc), Indenture (Equinix Inc), Indenture (Equinix Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Notes; the (ii) default in the payment when due (at fixed maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the (iii) failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Company Indenture or to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Company Indenture; (v) failure by Targa Resources or any of the its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes or the Note Guarantees; the failure (vi) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Targa Resources Partners or any of its Restricted SubsidiarySubsidiaries, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its such Guarantor’s Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyFinance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium onor Liquidated Damages, if any, on, or interest onthe principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 5 contracts

Samples: Conveyance and Assumption Agreement (Targa Resources Partners LP), Conveyance and Assumption Agreement (Targa Resources Partners LP), Conveyance and Assumption Agreement (Targa Resources Partners LP)

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 50.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which its Significant Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; and (vii) with respect to any Collateral having a Significant Subsidiary; fair market value in excess of $50 million, individually or except as permitted by in the Indenture aggregate, unless such Collateral has been released from the Liens in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect to such Collateral under any Security Document or the Note Guarantees, any Note Guarantee Intercreditor Agreement shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason fail to be in full force and effect, for any reason, and such failure should continue for 60 days or (y) the assertion by the Company or any Restricted Subsidiary Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or any Person acting on behalf the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Company or any Restricted Subsidiary shall deny or disaffirm then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingHolders may not enforce the Indenture, the Trustee Security Documents, the Intercreditor Agreement or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture, the Security Documents and payable immediatelythe Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 5 contracts

Samples: Indenture (TransDigm Group INC), TransDigm Group INC, TransDigm Group INC

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (a) a Default in any of the following events: the default for 30 days in payment when due of interest on any Note of such series when the Notessame becomes due and payable occurs, and such default continues for a period of 30 days; (b) a Default in the default in payment when due of the principal of or premium, if any, on any Note of such series when the Notessame becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by (c) the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) guarantor fails to comply with any of its other agreements in the IndentureNotes, Notes the Indenture or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness guarantee of the Company Notes, as applicable (other than those referred to in (a) or (b) above) and such failure continues for 90 days after the notice specified below; (d) any Restricted Subsidiaryguarantee with respect to the Notes ceases for any reason to be, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt asserted by the Company or such Restricted Subsidiary of notice of the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any such accelerationguarantee of the Notes; and (e) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to involving the Company or any Restricted Subsidiary that guarantor. A Default with respect to Notes of a series under clause (c) above is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of not an Event of Default arising from certain events of bankruptcy or insolvency, with respect until the Trustee (by written notice to the Company, any Restricted Subsidiary that is a Significant Subsidiary ) or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default occurs and is continuing with respect to Notes of this series, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of this series may declare all the Notes of this series to be due and payable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes of this series being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the in payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right it in good faith determines that withholding notice is not opposed to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notestheir interest.

Appears in 5 contracts

Samples: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the , (iii) failure by the Company to comply with purchase the Notes when required pursuant to Section 4.17 4.10 or 4.15 of the IndentureIndenture or otherwise as required pursuant to the Indenture or Notes; the (iv) failure by the Company or any of the its Restricted Subsidiaries for 60 30 days after written notice from the Trustee or Holders the holders of not less than at least 25% of the in outstanding aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, the Notes or the Note GuaranteesSecurity Documents; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 30 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that would constitute a Significant Subsidiary that is or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (viii) the repudiation by the Company or any of its Restricted Subsidiaries or the unenforceability of the Security Documents if such breach, repudiation or unenforceability relates to Collateral having an aggregate Fair Market Value of $50.0 million or more and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice Notes is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default under clauses (3) through (8) of the Section 6.01(a) of the Indenture, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Indenture (Calpine Corp), Indenture (Calpine Corp), Indenture (Calpine Corp)

Defaults and Remedies. An Event Events of Default with respect to include: (i) the Notes occurs upon the occurrence of any of the following events: the default Company defaults for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the NotesNotes whether or not prohibited by the subordination provisions of the Indenture; (ii) the default Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the failure Notes (including, but not limited to, amounts due in connection with Mandatory Redemption), whether or not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; the failure by , (iii) the Company or any of its Subsidiaries fails to comply with the Restricted provisions of Section 4.10 (other than the requirement that the resolution of the Board of Directors pursuant to clause (2) of the first paragraph of Section 4.10 be set forth in an Officers' Certificate delivered to the Trustee, with respect to which the Event of Default described in clause (5) of the paragraph will apply), 4.15 or 5.01 of the Indenture; (iv) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.07 or 4.09 of the Indenture such failure continues for 30 days; (v) the Company or any of its Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes voting as a single class; (including Additional Notes, if anyvi) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at certain final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by judgments against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or Company, any Restricted Subsidiary that is a Significant Subsidiary; Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Liquidated Damages) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, premium onthe Notes; provided, if anyhowever, that at any time after a declaration of acceleration under the Indenture, but before a judgment or interest ondecree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may rescind such declaration and its consequences given certain circumstances as provided in the Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Alltrista Corp, Jarden Corp, Jarden Corp

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Special Interest, if any, on any of the Notes; the (ii) default in the payment when due of the principal of or premium, if any, on any of the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the , (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any Section 3.09, 4.10, 4.15 or 4.19 of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary of its Subsidiaries to observe or perform any other agreement in the Indenture or the Security Documents for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default under certain other agreements relating to Indebtedness of the Company and its Subsidiaries which default is caused by the failure to pay principal of, or interest or premium, if any, on, such Indebtedness, or results in the acceleration of such Indebtedness prior to its express maturity; (vi) final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided the aggregate amount of such judgments exceeds $25.0 million (excluding those covered by insurance); certain events (vii) the repudiation of bankruptcy or insolvency with respect to the Security Documents by the Company or any Restricted Subsidiary that is a Significant SubsidiaryGuarantor or the unenforceability of the Security Documents under certain circumstances; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under such Guarantor's Subsidiary Guarantee; (ix) the breach by any Person (other than the Company and its Note Guarantee. In Subsidiaries) of its obligations under, or the case of an Event of Default arising from termination or failure to be in full force of, a Major Project Document, unless such breach when taken together with all other such breaches would not be materially adverse to the Company and its Subsidiaries taken as a whole; and (x) certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture and the Collateral Trust Agreement. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Special Interest, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, ) if it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium onor premium, if any, or interest or Special Interest, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Delta Energy Center, LLC, Calpine Corp, Delta Energy Center, LLC

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Notes; the (ii) default in the payment when due (at stated maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the (iii) failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Company Indenture or to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Company Indenture; (v) failure by Targa Resources or any of the its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes or the Note Guarantees; the failure (vi) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Targa Resources Partners or any of its Restricted SubsidiarySubsidiaries, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its such Guarantor’s Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyFinance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium onor Liquidated Damages, if any, on, or interest onthe principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Conveyance and Assumption Agreement (Targa Resources Partners LP), Conveyance and Assumption Agreement (Targa Resources Partners LP), Indenture (Targa Resources Partners LP)

Defaults and Remedies. An Events of Default include: (i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise, (iii) the failure of the Company or any Guarantor to comply with any covenant or agreement contained in the Indenture, which default continues for a period of 90 days after the Company receives a written notice specifying the default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (including any Additional Notes subsequently issued under this Indenture) (except in the case of a default with respect to Section 5.01, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of time requirement); (iv) default under any agreement governing indebtedness of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notesits Significant Subsidiaries, if anythat Default (A) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the is caused by a failure at to pay at final maturity (the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions thereofof time for payment of such indebtedness; or (B) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedindebtedness prior to its express maturity, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if and in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity indebtedness unpaid or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals aggregates $200.0 100.0 million or more at any timeand has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; (v) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by (vi) the Indenture or the Note Guarantees, failure of any Note Guarantee shall be held in by any judicial proceeding to be unenforceable or invalid or shall cease for any reason Significant Subsidiary to be in full force and effect, or effect (other than in accordance with the Company terms of such Note Guarantee and the Indenture) or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing Guarantors denies its obligations liability under its Note GuaranteeGuarantee and such Default continues for 10 days. In Holders may not enforce the case of an Event of Default arising from certain events of bankruptcy Indenture or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, interest or interestSpecial Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ,) if it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holdersthe Holders of Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or interest Special Interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon obtaining knowledge of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Indenture (Huntsman International LLC), Indenture (Huntsman International LLC), Indenture (Huntsman International LLC)

Defaults and Remedies. An Each of the following constitutes an Event of Default with respect to the Notes: (i) default in the payment of any installment of interest upon the Notes occurs as and when due and payable, and continuance of such default for a period of 30 days; (ii) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at Stated Maturity, upon any redemption, by declaration or otherwise; (iii) default in the performance, or breach, of any covenant or agreement of the Issuer or the Guarantor in respect of the Notes (other than a covenant or agreement in respect of the Notes a default in the performance of which or the breach of which is elsewhere in this Section is specifically dealt with) and continuance of such default or breach for a period of 60 days (or 180 days in the case of a Reporting Failure) after there has been given to the Issuer and the Guarantor by the Trustee or to the Issuer, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (iv) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or, if and so long as the Notes are guaranteed by a Guarantor, such Guarantor; (v) any Guarantee ceasing to be in full force and effect (except as otherwise provided in the Indenture), being declared in any judicial proceeding to be null and void, or being denied or disaffirmed by the applicable Guarantor; and (vi) either (1) default in the payment of any Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer after the expiration of any applicable grace period after final maturity or (2) the acceleration of Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $50 million; provided, however, that the occurrence of any of the following events: events described in clause (iii) above shall not constitute an Event of Default if such occurrence is the default for 30 days result of changes in payment when due generally accepted accounting principles as recognized by the American Institute of interest on Certified Public Accountants at the Notes; date as of which this Indenture is executed and a certificate to such effect is delivered to the default Trustee by the Issuer’s independent public accountants. If any Event of Default, other than one described in payment when due of clause (iv) above, occurs and is continuing, then, unless the principal of or premiumand accrued and unpaid interest on all the Notes shall have already become due and payable, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from either the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with may declare the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which and interest on all the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding Notes to be unenforceable or invalid or shall cease for any reason to be in full force due and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteepayable. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to then in each and every such case, unless the Companyprincipal of and accrued and unpaid interest on all the Notes shall have already become due and payable, any Restricted Subsidiary that is a Significant Subsidiary or any group the principal of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and interest on all outstanding the Notes will shall become due and payable immediately immediately, without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; determines in good faith that withholding notice is in the Holders’ interests. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, premium onor premium, if any, or interest on, the NotesNotes or an Event of Default relating to a provision of the Indenture that cannot be amended without the consent of each Holder affected thereby. The Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after the occurrence of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Appears in 4 contracts

Samples: Fifth Supplemental Indenture (Boardwalk Pipeline Partners, LP), Indenture (Boardwalk Pipeline Partners, LP), Second Supplemental Indenture (Boardwalk Pipeline Partners, LP)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under Article IV of the Indenture; , (iv) failure by the Company ---------- to comply for 30 days after notice with any of its obligations under the covenants described under Section 3.9 of the Indenture or under other covenants ----------- specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $10 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, (ix) any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 4 contracts

Samples: Applied Business Telecommunications, Applied Business Telecommunications, Applied Business Telecommunications

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Any of the following eventsevents constitutes an "Event of Default" under the Indenture: (a) default in the payment of principal of (or Redemption Price, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default for 30 days in the payment when due of interest on any Note when the Notessame becomes due and payable, and such default continues for a period of 30 days; the (c) default in payment when due the performance or breach of Article Five of the principal of Indenture or premium, if any, on the Notes; the failure by the Company to comply make or consummate an Offer to Purchase in accordance with Section 4.17 4.11 or Section 4.12 of the Indenture; (d) default in the failure by performance of or breach of any covenant or agreement of the Company in the Indenture or any under the Notes (other than a default specified in clause (a), (b) or (c) above), and such default or breach continues for a period of the Restricted Subsidiaries for 60 30 consecutive days after written notice from by the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then Outstanding: (e) there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness exists on the Effective Date or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee may, and at the direction of the Holders of at least 25% in aggregate principal amount of the Notes may then Outstanding shall, declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 4 contracts

Samples: And Voting Agreement (Advanced Lighting Technologies Inc), Indenture (Advanced Lighting Technologies Inc), Advanced Lighting Technologies Inc

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Seventh Supplemental Indenture (Equinix Inc), Ninth Supplemental Indenture (Equinix Inc), Tenth Supplemental Indenture (Equinix Inc)

Defaults and Remedies. An Event Events of Default with respect include: (i) the failure to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of pay interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on any Notes when the Notes; same becomes due and payable if the failure default continues for a period of 30 days (whether or not such payment shall be prohibited by the Company to comply with Section 4.17 Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) except in the case of a default with respect to comply with any Section 5.01 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 50.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which its Significant Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or insolvency any of its Significant Subsidiaries. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company or any Restricted Subsidiary that Company) occurs and is a Significant Subsidiary; or except as permitted by continuing, the Indenture Trustee or the Note Guarantees, any Note Guarantee shall be held Holders of at least 25% in any judicial proceeding principal amount of the then-outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture and payable immediatelythe Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 4 contracts

Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), TransDigm Group INC

Defaults and Remedies. An If an Event of Default with respect to shall occur and be continuing, the principal of all the Notes occurs upon may be declared due and payable in the occurrence of any manner and with the effect provided in the Indenture. Upon payment of the following events: amount of principal so declared due and payable, all obligations of the default for 30 days Company in respect of the payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the NotesNotes shall terminate. Subject to the provisions No Holder of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy thereunderhereunder (except actions for payment of overdue principal of, unless: and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the Trustee of a continuing an Event of Default and the continuance thereto with respect to the Notes, specifying an Event of Default, as required under the Indenture; (ii) the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders offer andhave offered, and if requested, provide provided to the Trustee security or indemnity satisfactory to it against any the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee does not comply with has failed to institute any such request within proceeding for 60 days after its receipt of such notice, request and offer of security or indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60 60-day period, period by the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with Outstanding Notes, it being understood and intended that no one or more of such written request. The Holders of a majority shall have any right in aggregate principal amount any manner whatever by virtue of, or by availing of, any provision of the then outstanding Notes by written notice Indenture to affect, disturb or prejudice the Trustee may, on behalf rights of all any other of such Holders, rescind an acceleration or waive to obtain or to seek to obtain priority or preference over any existing Default other of such Holders or Event of Default and its consequences to enforce any right under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, premium onand premium, if any, or interest onhereon, on or after the Notesrespective due dates expressed herein.

Appears in 4 contracts

Samples: Fourth Supplemental Indenture (Blue Owl Capital Inc.), Third Supplemental Indenture (Blue Owl Capital Inc.), Supplemental Indenture (Blue Owl Capital Inc.)

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) on and after the Issue Date: (A) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur): (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guarantee. If an Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of shall occur and be continuing, the principal of or premium, if any, on amount hereof may be declared due and payable in the Notes; manner and with the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements effect provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Bottling Group LLC, Pepsi Bottling Group Inc, Bottling Group LLC

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture, Notes or the Note GuaranteesNotes; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating for the payment of money in excess of $200.0 million, which judgments 10.0 million in the aggregate that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its such Guarantor's Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium onand Additional Interest, if any, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 3 contracts

Samples: Indenture (Communities Home Builders Inc), Indenture (Florida Lifestyle Management Co), Wci Communities Inc

Defaults and Remedies. An Event Events of Default with respect include: (i) the failure to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of pay interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on any Notes when the Notes; same becomes due and payable if the failure default continues for a period of 30 days (whether or not such payment shall be prohibited by the Company to comply with Section 4.17 Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described in Section 4.03 of the Indenture) after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) except in the case of a default with respect to comply with any Section 5.01 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect accelerated, aggregates to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 millionits Significant Subsidiaries, which and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or insolvency any of its Significant Subsidiaries. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company or any Restricted Subsidiary that Company) occurs and is a Significant Subsidiary; or except as permitted by continuing, the Indenture Trustee or the Note Guarantees, any Note Guarantee shall be held Holders of at least 25% in any judicial proceeding principal amount of the then-outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture and payable immediatelythe Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 3 contracts

Samples: TransDigm Group INC, TransDigm Group INC, TransDigm Group INC

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events specified in clause (11) or (12) of bankruptcy or insolvency, with respect to Section 6.01 of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryIndenture, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default specified in Section 6.01 of the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the outstanding Notes to be due and payable immediatelyimmediately in cash, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) of Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest or premium on(including the Applicable Premium), if any, and interest on the Notes. Subject ,) if it determines that withholding notice is to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir benefit. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium on(including the Applicable Premium), if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 3 contracts

Samples: Indenture (Vantage Drilling International), Indenture (OFFSHORE GROUP INVESTMENT LTD), Indenture (Vantage Drilling Netherlands B.V.)

Defaults and Remedies. An Under the Indenture, an Event of Default with respect includes: (i) the Company fails to pay principal on any Note when due, whether or not prohibited by the Notes occurs upon subordination provisions in the occurrence of Indenture; (ii) the Company fails to pay any of the following events: the default interest on any Note when due if such failure continues for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of days, whether or premium, if any, on the Notes; the failure not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; (iii) the Company fails to perform any other agreement required of the Company in the Indenture if such failure continues for 60 days after notice is given in accordance with the terms of the Indenture; (iv) the Company fails to pay the purchase price of any Note when due, whether or not prohibited by the subordination provisions of the Indenture; (v) the Company fails to provide timely notice of a Change in Control if such failure continues for 30 days after a Change in Control; (vi) any Indebtedness for money borrowed by the Company or any one of the Restricted Company’s Significant Subsidiaries for 60 (all or substantially all of the outstanding Voting Stock of which are owned, directly or indirectly, by the Company) in an aggregate outstanding principal amount in excess of $10.0 million is not paid at final maturity or upon acceleration and such Indebtedness is not discharged, or such acceleration is not cured or rescinded, within 30 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements as provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity and (giving effect to any applicable grace periods and any extensions thereofvii) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeCompany. In the case of If an Event of Default arising from (other than as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect to reorganization of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be then outstanding due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the Company, the outstanding Notes shall become due and payable immediately without further notice, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating interests. The Company is required to file periodic reports with the Trustee as to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event absence of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteeslast paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 3 contracts

Samples: Indenture (Equinix Inc), Indenture (Equinix Inc), Fourth Supplemental Indenture (Equinix Inc)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indentures, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million20.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Guarantee of the Notes by a Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Guarantor of its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticesuch Guarantee if such Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding applicable Notes may declare all the such Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Paragon Health Network Inc, Paragon Health Network Inc, Paragon Health Network Inc

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indenture, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million20.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Guarantee of the Notes by a Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Guarantor of its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticesuch Guarantee if such Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding applicable Notes may declare all the such Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Paragon Health Network Inc, Paragon Health Network Inc, Paragon Health Network Inc

Defaults and Remedies. An Event Under the Indenture, Events of Default include (i) default in the payment of the Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon acceleration, when due for purchase by the Issuers or otherwise; (ii) default in payment of any Contingent Cash Interest upon any Security, and such default shall continue for 30 days; (iii) failure by the Issuers to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Issuers to make any payment by the end of any applicable grace period after maturity of Indebtedness in an amount (taken together with amounts in (b) below) in excess of $100,000,000, and continuance of such failure or (b) the acceleration of Indebtedness in an amount (taken together with amounts in (a) above) in excess of $100,000,000 because of a default with respect to the Notes occurs upon the occurrence such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of any (a) and (b) above, for a period of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of not less than 25% in aggregate Principal Amount at Maturity of the aggregate principal amount Securities then outstanding; however if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of the then outstanding Notes (including Additional Notes, if any) Default by reason thereof shall be deemed not to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiaryhave occurred, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationv) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to affecting the Company Issuers or any Restricted Subsidiary that is a their Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeSubsidiaries. In the case of If an Event of Default arising from shall have occurred and be continuing, either the Trustee, or the Holders of not less than 25% in aggregate Principal Amount at Maturity of the Securities then outstanding may declare the Initial Principal Amount at Maturity, plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of such declaration, if any, to be immediately due and payable. In case of certain events of bankruptcy or insolvencyinsolvency of the Issuers, with respect to the CompanyInitial Principal Amount at Maturity plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatif any, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall automatically become immediately due and payable immediately without further action payable. Securityholders may not enforce the Indenture or noticethe Securities except as provided in the Indenture. If any other Event of Default occurs and is continuing, The Trustee may refuse to enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes Securities unless it receives indemnity or security reasonably satisfactory to be due and payable immediatelyit. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 3 contracts

Samples: Supplemental Indenture (Omnicom Group Inc), Fifth Supplemental Indenture (Omnicom Group Inc), Fourth Supplemental Indenture (Omnicom Group Inc)

Defaults and Remedies. An Events of Default include: (1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (2) the failure to pay the principal of any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.1 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any4) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedelapsed), equals aggregated $200.0 25.0 million or more at any time; the provided that if such failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effectremedied, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.waived or

Appears in 3 contracts

Samples: Dole Food Company Inc, Dole Food Co Inc, Dole Food Co Inc

Defaults and Remedies. An Event The following events constitute "Events of Default with respect to Default" under the Notes occurs upon the occurrence of any of the following eventsIndenture: the default for 30 days in payment when due of interest on the Notes; the (a) default in the payment when due of the principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the Notessame becomes due and payable, and such default continues for a period of 30 days; the failure by (c) the Company to comply with Section 4.17 defaults in the performance of or breaches any other covenant or agreement of the Indenture; Company in the failure by Indenture or under the Company Notes (other than a default specified in clause (a) or any (b) above) and such default or breach continues for a period of the Restricted Subsidiaries for 60 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) the Company fails to comply make or consummate an Offer to Purchase in accordance with any Section 4.11 of its other agreements in the Indenture, Notes ; (e) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.12 of the Note GuaranteesIndenture; the failure to pay at final maturity (giving effect f) there occurs with respect to any applicable grace periods and any extensions thereof) the stated principal amount issue or issues of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (g) any final judgment or order (not covered by insurance) for the Company or such Restricted Subsidiary payment of notice money in excess of any such acceleration) if $10 million in the aggregate principal amount of such Indebtedness(treating any deductibles, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity self-insurance or which has been retention as not so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by covered) shall be rendered against the Company or any Restricted Significant Subsidiary to pay and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy orders outstanding and not paid or insolvency with respect to discharged against the Company or any Restricted Subsidiary that is of its Significant Subsidiaries to exceed $10 million during which a Significant Subsidiary; stay of enforcement of such final judgment or except as permitted order, by the Indenture reason of a pending appeal or the Note Guaranteesotherwise, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to not be in full force and effect, ; (h) a court having jurisdiction in the premises enters a decree or the Company or any Restricted Subsidiary or any Person acting on behalf order for (A) relief in respect of the Company or any Restricted Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall deny remain unstayed and in effect for a period of 30 consecutive days; or disaffirm (i) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in writing its obligations effect, or consents to the entry of an order for relief in an involuntary case under its Note Guaranteeany such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (h) or insolvency, (i) above that occurs with respect to the Company) occurs and is continuing under the Indenture, any Restricted Subsidiary that the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is a Significant Subsidiary or any group given by the Holders), may, and the Trustee at the request of Restricted Subsidiaries thatsuch Holders shall, taken togetherdeclare the Accreted Value of, would constitute a Significant Subsidiarypremium, all outstanding if any, and accrued interest, if any, on the Notes will become to be immediately due and payable immediately without further action or noticepayable. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Icg Services Inc, Icg Services Inc, Icg Services Inc

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the Notes when due at Stated Maturity, upon redemption or otherwise, (iii) failure by the Company Partnership or any Subsidiary Guarantor to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other covenants or agreements in the Indenture, Notes or Indenture relating to the Note GuaranteesNotes; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company Issuer or, if and so long as the Notes are guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor; (v) any Guarantee ceasing to be in full force and effect or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force null and effectvoid, or the Company any Subsidiary Guarantor denying or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirming its obligations under the Indenture or its Note Guarantee; (vi) default by the Partnership or any of its Subsidiaries in the payment at the Stated Maturity, after the expiration of any applicable grace period, of principal of, premium, if any, or interest on any Debt then outstanding having a principal amount in excess of $50.0 million, or acceleration of any Debt having a principal amount in excess of such amount so that it becomes due and payable prior to its Stated Maturity and such acceleration is not rescinded within 30 days after notice; (vii) a final judgment or order for the payment of money in excess of $50.0 million (net of applicable insurance coverage) having been rendered against the Partnership or any Subsidiary and such judgment or order continues unsatisfied and unstayed for a period of 30 days and (viii) the failure of the General Partner to comply with certain separateness provisions of its limited liability company agreement or the amendment or modification of such provisions. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which If and so long as the Trustee has actual knowledge under in good faith so determines, the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interests. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, premium onor premium, if any, or interest on, the Notes. The Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after the occurrence of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Appears in 3 contracts

Samples: Supplemental Indenture (Magellan Midstream Partners Lp), First Supplemental Indenture (Magellan Midstream Partners Lp), Indenture (Magellan Midstream Partners Lp)

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) on and after the Issue Date (A) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur) (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guarantee. If an Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of shall occur and be continuing, the principal of or premium, if any, on amount hereof may be declared due and payable in the Notes; manner and with the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements effect provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Bottling Group LLC, Bottling Group LLC, Pepsi Bottling Group Inc

Defaults and Remedies. An Event The following events constitute "Events of Default with respect to Default" under the Notes occurs upon the occurrence of any of the following eventsIndenture: the default for 30 days in payment when due of interest on the Notes; the (a) default in the payment when due of the principal of (or premium, if any, on on) any Note when the Notes; the failure same becomes due and payable, upon acceleration, redemption or otherwise whether or not such payment is prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; (b) default in the failure payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days whether or not such payment is prohibited by the Company or any subordination provisions of the Restricted Subsidiaries Indenture; (c) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes and such default or breach continues for 60 a period of 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) to comply there occurs with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect respect to any applicable grace periods and any extensions thereof) the stated principal amount issue or issues of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary having an outstanding principal amount of $25,000,000 or more in the aggregate for all such issues of all such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (e) any final judgment or order (not covered by insurance) for the Company or such Restricted Subsidiary payment of notice money in excess of any such acceleration) if $25,000,000 in the aggregate principal amount of for all such Indebtednessfinal judgments or orders against all such Persons (treating any deductibles, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity self-insurance or which has been retention as not so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by covered) shall be rendered against the Company or any Restricted Significant Subsidiary to pay and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments aggregating or orders outstanding and not paid or discharged against all such Persons to exceed $25,000,000 during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in excess effect; (f) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of $200.0 millionthe Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, which judgments insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unpaid, undischarged or unstayed and in effect for a period of 60 consecutive days; certain events of bankruptcy or insolvency with respect to (g) the Company or any Restricted Significant Subsidiary that is (i) commences a Significant Subsidiary; voluntary case under any applicable bankruptcy, insolvency or except as permitted by the Indenture other similar law now or the Note Guarantees, any Note Guarantee shall be held hereafter in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or consents to the Company entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or any Restricted Subsidiary taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or any Person acting on behalf similar official of the Company or any Restricted Significant Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteefor all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (f) or insolvency, (g) above that occurs with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the principal of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the principal amount of the Notes automatically becomes due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 3 contracts

Samples: Indenture (Winstar Communications Inc), Indenture (Winstar Communications Inc), Indenture (Winstar Communications Inc)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under Article IV of the Indenture; Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under Section 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $10 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 10 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 110 6 If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Nebraska Book Co, NBC Acquisition Corp

Defaults and Remedies. An Event Events of Default with respect to under the Notes occurs upon the occurrence of any of the following eventsIndenture include: the (i) a default for 30 days in the payment when due of interest on the NotesSecurities; the (ii) a default in payment when due of the principal of or premium, if any, on the NotesSecurities, at maturity or otherwise; the (iii) a failure by the Company to comply with Section 4.17 the provisions described under the covenants "Limitations on Restricted Payments," "Limitations on Incurrence of the Indenture; the Indebtedness and Issuance of Preferred Stock," and "Change of Control;" (iv) a failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture or the Securities; (v) any default that occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Significant Subsidiaries) whether such Indebtedness or Guarantee exists on the date of the Indenture, Notes or is created after the Note Guarantees; date of the failure Indenture, which default (a) constitutes a Payment Default or (b) results in the acceleration of such Indebtedness prior to pay at final its express maturity (giving effect to any applicable grace periods and any extensions thereof) and, in each case, the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity under which there has been a Payment Default or which that has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 25.0 million or more at any timemore; the (vi) failure by the Company or any Restricted Subsidiary of its Significant Subsidiaries to pay a final judgment or final judgments aggregating in excess of $200.0 million, which 25.0 million entered by a court or courts or competent jurisdiction against the Company or any of its Significant Subsidiaries if such final judgment or judgments remain unpaid, unpaid or undischarged or unstayed for a period (during which execution shall not be effectively stayed) of 60 daysdays after their entry; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities by written notice to the Company and the Trustee, may declare all the Securities to be due and payable immediately (plus, in the case of an Event of Default that is a Significant Subsidiary; the result of willful actions (or except as permitted inactions) by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company intended to avoid prohibitions on redemptions of the Securities contained in the Indenture or any Restricted Subsidiary shall deny or disaffirm the Securities, an amount of premium applicable pursuant to the Indenture). Notwithstanding the foregoing, in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will Securities shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% the Securities may not enforce the Indenture or the Securities except as provided in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyIndenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: it determines that withholding notice is in such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders' interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Securities then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Securities waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium onthe Securities. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, if anyand the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or interest onEvent of Default. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the Notesmore complete description thereof contained in the Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (Tenet Healthcare Corp), Supplemental Indenture (Tenet Healthcare Corp)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect include (1) the Issuer fails to pay when due the Notes occurs upon the occurrence of principal on any of the following events: Notes at maturity or exercise of a repurchase right or otherwise; (2) the default for 30 days in payment when due Issuer fails to pay an installment of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Liquidated Damages and Additional NotesInterest Amounts, if any) to comply with on any of its other agreements the Notes that continues for 30 days after the date when due; (3) the Issuer fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after such delivery date; (4) the Issuer fails to give notice regarding a Change of Control within the time period specified in the Indenture; (5) the Issuer fails to perform or observe any other term, covenant or agreement contained in the Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed Indenture for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted days after receipt by the Indenture or Issuer of a written notice of such failure, requiring the Note GuaranteesIssuer to remedy the same, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, given by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding outstanding; (6) (A) the Issuer or any Significant Subsidiary fails to make any payment by the end of the applicable grace period, if any, after the final scheduled payment date for such payment with respect to any indebtedness for borrowed money in an aggregate principal amount in excess of $50 million or (B) indebtedness for borrowed money of the Issuer or any Significant Subsidiary in an aggregate principal amount in excess of $50 million shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the scheduled maturity thereof as a result of a default with respect to such indebtedness, in either case without such indebtedness referred to in subclause (A) or (B) hereof having been discharged, cured, waived, rescinded or annulled, for a period of 30 days after receipt by the Issuer of a Notice of Default; (7) the Issuer fails to pay, when due, the principal of or any amounts due upon acceleration of, any of the notes issued pursuant to the Citadel Securities Purchase Agreement (including the "First Notes" (as such term is defined in the Citadel Securities Purchase Agreement)); and (8) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or any Significant Subsidiary. If an Event of Default (other than an Event of Default specified in clause (8) above) occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default (except a Default in payment of amounts specified in clause (1) or Event of Default (2) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 2 contracts

Samples: Indenture (Xcel Energy Inc), Indenture (Xcel Energy Inc)

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon if: (i) the occurrence of any of Company defaults in the following events: the default for 30 days in payment when due of any interest on on, any such series of Notes and such default continues for a period of 30 days; (ii) the Notes; Company defaults in the default in payment when due of the principal of or premium, if any, on the Notesany such series of Notes at its maturity; the failure by (iii) the Company fails to comply with Section 4.17 of observe or perform any other covenant, representation, warranty or other agreement in the Indenture; Indenture or the failure by the Company or any of the Restricted Subsidiaries Notes for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the aggregate in principal amount of such series of Notes then outstanding; (iv) the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Company fails to pay at final maturity (giving effect when due principal, interest or premium aggregating $10,000,000 or more with respect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness which default shall not be cured or waived, or such acceleration shall not be rescinded or annulled, within 10 days after written notice; (which acceleration is not rescinded, annulled v) a final judgment or otherwise cured within 30 days final judgments for the payment of receipt money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries and such Restricted Subsidiary judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of notice of any such acceleration) if 60 days, provided that the aggregate principal amount of all such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity judgments exceeds $10,000,000; or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by vi) the Company or any Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the date of the event described in this clause, pursuant to pay final judgments aggregating in excess or within the meaning of $200.0 millionBankruptcy Law: (a) commences a voluntary case, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect (b) consents to the Company entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (d) makes a general assignment for the benefit of its creditors, (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, or any Restricted Subsidiary that is with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree in an involuntary case, (b) appoints a Significant Subsidiary; or except as permitted by custodian of the Indenture or the Note GuaranteesCompany, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the Company effective date of such order or decree or for all or substantially all of its property or (c) orders the liquidation of the Company, or any Restricted Subsidiary shall deny with liabilities greater than $10,000,000 under GAAP as of the effective date of such order or disaffirm decree; and the order or decree remains unstayed and in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeeffect for 60 consecutive days. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding series of Notes (including Additional Notes, if any) may declare all the of such Notes to be due and payable immediately. Notwithstanding the foregoing, in the case an Event of Default specified in clauses (6) or (7) of Section 5.1 of the Indenture occurs with respect to the Company, or a Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree, all outstanding series of Notes will become due and payable without further action or notice. Holders of such series of Notes may not enforce the Indenture with respect to such series of Notes or such series of Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding series of Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of such series of Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the such series of Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of the principal of, premium on, if any, of or interest on, such series of Notes (provided, however, that the NotesHolders of a majority in aggregate principal amount of the then outstanding series of Notes may rescind an acceleration and its consequence, including any related payment default) or a default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Company is taking or proposes to take thereto.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Adelphia Communications Corp), Adelphia Communications Corp

Defaults and Remedies. An Event of Default with respect to "EVENT OF DEFAULT" occurs if: (i) the Notes occurs upon Company defaults in the occurrence of any of the following events: the default for 30 days in payment when due of interest on on, or Liquidated Damages, if any, with respect to, the NotesSenior Subordinated Notes and such default continues for a period of 30 days (whether or not prohibited by the subordination provisions of Article 10 of the Senior Subordinated Note Indenture); (ii) the default Company defaults in the payment when due of the principal of or premium, if any, on the Notes; Senior Subordinated Notes when the failure same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by the subordination provisions of Article 10 of the Senior Subordinated Note Indenture); (iii) the Company or any of its Restricted Subsidiaries fails to comply with Section 4.17 the provisions of Sections 5.01; (iv) the Company or any of its Restricted Subsidiaries fails to comply for 30 days after notice to the Company by the Senior Subordinated Note Trustee with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Subordinated Note Indenture; (v) the failure Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Subordinated Note Indenture or the Senior Subordinated Notes for 60 days after notice to the Company by the Senior Subordinated Note Trustee; (vi) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of the its Restricted Subsidiaries for 60 days (other than a Securitization Entity) (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries (other than a Securitization Entity)) whether such Indebtedness or guarantee now exists, or is created after written notice from the Trustee date of this Senior Subordinated Note Indenture, which default (a) is caused by a failure to pay principal of or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notespremium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "PAYMENT DEFAULT") to comply with any of its other agreements or (b) results in the Indentureacceleration of such Indebtedness prior to its express maturity and, Notes or in each case, the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates without duplication $200.0 20.0 million or more at any timemore; the failure by (vii) the Company or any of its Restricted Subsidiary Subsidiaries fails to pay final judgments aggregating in excess of $200.0 million20.0 million (excluding amounts covered by insurance), which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant Subsidiaries that are Restricted Subsidiary that is Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant SubsidiarySubsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Indenture or the Senior Subordinated Note GuaranteesIndenture, any Note Senior Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note such Guarantor's Senior Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Senior Subordinated Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Senior Subordinated Note Indenture or Holders of at least 25% the Senior Subordinated Notes except as provided in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelySenior Subordinated Note Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes may direct the Senior Subordinated Note Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Senior Subordinated Note Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding Notes by written notice to the Senior Subordinated Note Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Senior Subordinated Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Senior Subordinated Note Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium onthe Senior Subordinated Notes. The Company is required to deliver to the Senior Subordinated Note Trustee annually a statement regarding compliance with the Senior Subordinated Note Indenture, if anyand the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Senior Subordinated Note Trustee a statement specifying such Default or interest on, the NotesEvent of Default.

Appears in 2 contracts

Samples: Ball Corp, Ball Corp

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include (i) a default in the payment when due of the principal of of, or premium, if any, on the Notes; Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the failure by either of the Company Issuers or the Guarantors to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or by Holders of not less than 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional with any other covenant or other agreement contained in the Indenture or the Notes, if any(iv) to comply with any of its other agreements default in the Indenture, Notes or the Note Guarantees; the failure to pay payment at final maturity (giving effect to continued for the longer of any applicable grace periods and any extensions thereofgrace, extension, forbearance or other similar period or 30 days) the stated principal amount of any Indebtedness aggregating $25,000,000 or more of the Company Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (Indebtedness, which default shall not be cured or waived, or such acceleration is shall not rescindedbe rescinded or annulled, annulled or otherwise cured within 30 days of receipt after written notice thereof by the Company or such Restricted Subsidiary Holders of notice of any such acceleration) if the aggregate not less than 25% in principal amount of such Indebtednessthe Notes then outstanding, together with (v) any final judgment or judgments for the principal amount payment of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating money in excess of $200.0 million, which judgments remain unpaid, undischarged 25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatof Mediacom LLC, taken togetherwhich, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be in full force and effect (except as contemplated by the terms of the Indenture). Certain events of bankruptcy, insolvency or reorganization are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. In addition, an Event of Default will occur if any Guarantor denies or disaffirms its obligations under the Indenture or its Restricted Subsidiary Guarantee. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to be due and payable immediatelyenforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Mediacom Capital Corp, Mediacom Communications Corp

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to include (i) default in the Notes occurs upon the occurrence of any payment of the following events: Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the default for 30 days in payment same becomes due and payable at its Stated Maturity, upon redemption, upon acceleration, when due of interest on for purchase by the NotesCompany or otherwise; the (ii) default in payment when due of the principal of or premiumany Contingent Cash Interest upon any Security, if any, on the Notesand such default shall continue for 30 days; the (iii) failure by the Company to comply with Section 4.17 other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Indenture; the failure Company to make any payment by the Company end of any applicable grace period after maturity of Indebtedness in an amount (taken together with amounts in (b) below) in excess of $100,000,000, and continuance of such failure or any (b) the acceleration of the Restricted Subsidiaries Indebtedness in an amount (taken together with amounts in (a) above) in excess of $100,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of (a) and (b) above, for 60 a period of 30 days after written notice from to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate Principal Amount at Maturity of the aggregate principal amount Securities then outstanding; however if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of the then outstanding Notes (including Additional Notes, if any) Default by reason thereof shall be deemed not to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiaryhave occurred, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationv) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is a its Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeSubsidiaries. In the case of If an Event of Default arising from shall have occurred and be continuing, either the Trustee, or the Holders of not less than 25% in aggregate Principal Amount at Maturity of the Securities then outstanding may declare the Issue Price, plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of such declaration, if any, to be immediately due and payable. In case of certain events of bankruptcy or insolvency, with respect to insolvency of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatthe Issue Price plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, taken togetherif any, would constitute a Significant Subsidiary, all outstanding Notes will shall automatically become immediately due and payable immediately without further action payable. Securityholders may not enforce the Indenture or noticethe Securities except as provided in the Indenture. If any other Event of Default occurs and is continuing, The Trustee may refuse to enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes Securities unless it receives indemnity or security reasonably satisfactory to be due and payable immediatelyit. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 2 contracts

Samples: Omnicom Group Inc, Omnicom Capital Inc

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the provisions of Section 5.14 or 5.19 or Article IV of the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any of its Restricted Subsidiary Subsidiaries to pay comply for 30 days after notice to the Issuers by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class with any of the provisions of Section 5.12 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries to comply for 60 days after notice to the Issuers by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding with any other agreements in the Indenture or the Notes; (vi) default under certain other agreements relating to Indebtedness of an Issuer or any of the Company's Restricted Subsidiaries which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding proceedings to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or any Subsidiary Guarantee and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary shall deny Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or disaffirm the Holders of at least 25% in writing its obligations under its Note Guaranteeprincipal amount of the then outstanding Notes may declare all the Notes to be due and payable. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Eott Energy Finance Corp), Indenture (Eott Energy Finance Corp)

Defaults and Remedies. An "Event of Default with respect to Default" occurs if: (i) the Notes occurs upon Issuers default in the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; Notes and the default continues for a period of 30 days (whether or not prohibited by the subordination provisions of the Indenture); (ii) the Issuers default in the payment when due of the principal of or premium, if any, on the Notes; the failure Notes (whether or not prohibited by the Company subordination provisions of the Indenture), (iii) the Issuers fail to comply with Section 4.17 4.15 of the Indenture; (iv) the failure by the Company Issuers or any of Guarantor fail to observe or perform any other covenant, warranty or other agreement in the Restricted Subsidiaries Indenture or the Notes and such failure continues for 60 days after written notice from of such failure shall have been given to the Issuers by the Trustee or to the Issuers and the Trustee by Holders of not less than 25at least 25 % of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notesv) a default occurs under any mortgage, if any) to comply with indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by either Issuer or any of its other agreements in their respective Subsidiaries (or the payment of which is guaranteed by either Issuer or any of their respective Subsidiaries) whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, Notes which default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the Note Guarantees; the failure to pay payment of such issue of Indebtedness at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated the maturity or of which has been so accelerated (in each case with respect to or which the 30-day period described above has passed)not been paid at maturity, equals aggregates $200.0 10 million or more at any timemore; the failure by the Company (vi) Consoltex Group or any Restricted Subsidiary of its Subsidiaries fails to pay final judgments aggregating in excess of $200.0 10 million, which judgments remain unpaid, undischarged are not satisfied or unstayed stayed for a period of 60 consecutive days; (vii) certain events of bankruptcy or insolvency occur with respect to the Company Issuers or any Restricted Subsidiary that is a Significant Subsidiaryof their Subsidiaries; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case Guarantee of an Event such Guarantor and such condition shall have continued for a period of Default arising from certain events 60 days after written notice of bankruptcy or insolvency, with respect such failure requiring the relevant Guarantor and the Issuers to remedy the same shall have been given to the Company, any Restricted Subsidiary that is a Significant Subsidiary issuers by the Trustee or any group to the Issuers and the Trustee by Holders of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding at least 25% in aggregate principal amount of the Notes will become due and payable immediately without further action or noticethen outstanding. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525 % in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately: provided, that so long as any Indebtedness permitted to be incurred pursuant to clause (a) of the second paragraph of Section 4.09 of the Indenture shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness or (ii) five Business Days after receipt by the Issuers and the agent (or, in the absence of such agent, the lender) under the Credit Agreement (so long as any Indebtedness is outstanding thereunder) of written notice of such acceleration of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the issuers or any of their respective Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium onthe Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, if any, or interest onincluding with respect to any Restricted Payments made during such year, the Notesbasis upon which the calculations required by Section 4.07 of the Indenture were computed (which calculations may be based upon Consoltex Group's latest financial statements), and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Consoltex Usa Inc), Indenture (Consoltex Inc/ Ca)

Defaults and Remedies. An (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default under Section 5.1 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 25.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; or (vii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or the Company is declared to be null and void and unenforceable or is found to be invalid or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group denies its liability under its Guarantee (other than by reason of Restricted Subsidiaries that, taken together, would constitute release of a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Guarantor in accordance with the Trustee or Holders of at least 25% in aggregate principal amount terms of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes).

Appears in 2 contracts

Samples: Indenture (Mobile Mini Inc), Indenture (Mobile Mini Inc)

Defaults and Remedies. An Event Events of Default with respect include, without limitation: the failure of the Issuer to pay all or any part of the unpaid principal on the Notes occurs when and as the same becomes due and payable at the Principal Maturity Date, upon the occurrence of any prepayment in accordance with Section 3.07 of the following events: the default for 30 days in payment when due of interest on the NotesIndenture or by acceleration; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company Issuer to comply with pay installments of Fixed Interest in full on the Notes for two consecutive Interest Payment Dates whether or not required to be paid pursuant to Section 4.17 4.06 of the Indenture, provided that both of such installments remain unpaid after such second consecutive Interest Payment Date; the failure by the Company Issuer or any of its Subsidiaries to observe or perform the Restricted Subsidiaries for provisions of Sections 4.01 or 4.06 of the Indenture, if such failure is not remedied within 30 days; failure by the Issuer to observe or perform in all material respects any other covenant or agreement on the part of the Issuer contained in the Notes or the Indenture, if such failure is not remedied within 60 days after written notice from is given to the Issuer by the Trustee or Holders of not less than 25% of to the aggregate principal amount of Issuer and the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt Trustee by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding, in either case specifying such default, requiring that such default be remedied and stating that such notice is a "Notice of Default;" from and after the payment in full of the obligations under the Berkadia Credit Agreement, failure by the Issuer or any Significant Subsidiary to observe or perform in all material respects any covenant or agreement on the part of the Issuer or such Significant Subsidiary contained in the Security Agreements, the Intercompany Notes, the Intercompany Notes Guarantee or the Intercompany Notes Pledge Agreement, if such failure is not remedied within 60 days after written notice is given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, in either case specifying such default, requiring that such default be remedied and stating that such notice is a "Notice of Default;" the transfer or other disposition by the Issuer of the Intercompany Notes, other than a transfer or other disposition (a) to a Subsidiary of the Issuer where such transfer or other disposition does not result in any adverse impact on the rights of any Holder, or (b) to the surviving entity in a merger or consolidation permitted by Section 5.01 of the Indenture; any of the Security Agreements shall cease, for any reason, to be in full force and effect with respect to any of the Collateral, or the Issuer shall so assert with respect to any Security Agreements, or any Lien created by any of the Security Agreements with respect to any of the Collateral shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, except with respect to any such event that is immaterial to the rights of the Holders; a default occurs under the Berkadia Loan, if such default results in the acceleration of the Berkadia Loan prior to its express maturity; any Intercompany Notes Guarantee issued by an Intercompany Notes Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect, or such Guarantor shall so assert with respect to such Intercompany Notes Guarantee, or the Intercompany Notes Pledge Agreement with respect to a Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect with respect to any of the Intercompany Collateral of such Guarantor, or such Guarantor shall so assert with respect to such Intercompany Notes Pledge Agreement, or any lien created by the Intercompany Notes Pledge Agreement with respect to the Intercompany Collateral of such a Guarantor shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, except with respect to any such event that is immaterial to the rights of the Issuer under the Intercompany Notes; and certain events of bankruptcy or insolvency with respect to the Issuer, FINOVA Capital or any Intercompany Notes Guarantor that is a Significant Subsidiary of the Issuer. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will ; provided, however, that in determining whether the Holders of the required principal amount of Notes have concurred in any such direction, Notes owned by any Affiliate of the Issuer shall be required to give notice to Holders within 90 days after a default disregarded, except that for purposes of which determining whether the Trustee has actual knowledge under shall be protected in relying on any such direction, only Notes which a responsible officer of the Indenture unless the default has been cured or waivedTrustee actually knows are so owned shall be disregarded. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding, by written notice to the Trustee mayTrustee, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on or principal of, premium on, if any, or interest on, of the Notes; provided, however, that in determining whether the Holders of the required principal amount of Notes have concurred in any such waiver, Notes owned by any Affiliate of the Issuer shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, only Notes which a responsible officer of the Trustee actually knows are so owned shall be disregarded.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Finova Group Inc), Collateral Trust Agreement (Finova Group Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premiumpremium on, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the , (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 3.09, 4.10, 4.11, 4.15, 4.16 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other agreements in the Indenture, Notes Indenture or the Note GuaranteesSecurity Documents; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default is a Payment Default or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any of its Restricted Subsidiary Subsidiaries to pay certain final judgments aggregating in excess of $200.0 millionjudgments, which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed, for a period of 60 days; (vii) the occurrence of any of the following: (a) except as permitted by the Indenture or the Security Documents, any Security Document ceases to be fully enforceable for a period of 30 days after the Company or the applicable Restricted Subsidiary receives notice thereof, (b) any Lien in favor of the Collateral Agent, for the benefit of the Holders of Notes, having a Fair Market Value in excess of $5 million ceases to be an enforceable and perfected second-priority lien, subject only to Permitted Liens for a period of 30 days after the Company or the applicable Restricted Subsidiary receives notice thereof or (c) the denial or disaffirmation by the Company or any Pledgor, in writing, of any obligation of the Company or any Pledgor set forth in any Security Document; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company any Guarantor, denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, interest if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ) if it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Handy & Harman Ltd.), WHX Corp

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include (i) a default in the payment when due of the principal of of, or premium, if any, on the Notes; Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the failure by either of the Company Issuers or the Guarantors to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or by Holders of not less than 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional with any other covenant, representation, warranty or other agreement contained in the Indenture or the Notes, if any(iv) to comply with any of its other agreements default in the Indenture, Notes or the Note Guarantees; the failure to pay payment at final maturity (giving effect to continued for the longer of any applicable grace periods and any extensions thereofperiod, extension, forbearance or other similar period or 30 days) the stated principal amount of any Indebtedness aggregating $25,000,000 or more of the Company Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which default shall not be cured or waived, or such acceleration is shall not rescindedbe rescinded or annulled, annulled or otherwise cured within 30 days of receipt after written notice thereof by the Company or such Restricted Subsidiary Holders of notice of any such acceleration) if the aggregate not less than 25% in principal amount of such Indebtednessthe Notes then outstanding, together with (v) any final judgment or judgments for the principal amount payment of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating money in excess of $200.0 million, which judgments remain unpaid, undischarged 25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatof Mediacom Broadband LLC, taken togetherwhich, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be in full force and effect (except as contemplated by the terms of the Indenture). Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. The failure by any Restricted Subsidiary Guarantee to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor to deny or disaffirm its obligations under the Indenture or any Restricted Subsidiary Guarantee shall also be an Event of Default. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to be due and payable immediatelyenforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the in payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions or of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestinterest or Additional Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to on the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to Notes) if the Trustee of a continuing Event of Default; Holders of at least 25% determines that withholding notice is in aggregate principal amount the best interest of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Mediacom Broadband (Mediacom Broadband Corp), Mediacom Broadband (Mediacom Broadband Corp)

Defaults and Remedies. An (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the “Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 25.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; or (vii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or the Company is declared to be null and void and unenforceable or is found to be invalid or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group denies its liability under its Guarantee (other than by reason of Restricted Subsidiaries that, taken together, would constitute release of a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Guarantor in accordance with the Trustee or Holders of at least 25% in aggregate principal amount terms of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes).

Appears in 2 contracts

Samples: Indenture (Mobile Mini Inc), Indenture (Mobile Mini Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.17 Sections 4.10, 4.15 or 5.01 of the Indenture; the (iv) failure by the Company or any of the Restricted Subsidiaries for 60 consecutive days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its other agreements agreement in the Indenture; (v) default under certain other agreements relating to Indebtedness of the Company which default (A) is caused by a Payment Default or (B) results in the acceleration of such Indebtedness prior to its express maturity, Notes or and, in each case, the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 25.0 million or more at more, provided that any time; default described in clause (A) or (B) above on the failure by MDP Notes shall not constitute an Event of Default so long as the Company cures such default within 30 days of a final judgment by a court of competent jurisdiction that such default on the MDP Notes exists or that any Restricted Subsidiary to pay alleged unpaid principal or interest on the MDP Notes is due and owing, which judgment is not stayed, paid or discharged within such 30 day period; (vi) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a are Significant SubsidiarySubsidiaries; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its such Guarantor's Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a written statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Cca Properties of America LLC), Corrections Corp of America

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on the Notes; (ii) default in payment when due of principal, Redemption Price or Purchase Price of the Notes when the same becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) failure by the Company to comply with Section 4.17 of any covenant contained in the Indenture; the failure by Indenture for 30 days after notice to the Company or any of specifying the Restricted Subsidiaries for 60 days after written notice default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then Notes outstanding Notes (including Additional Notes, if any) except in the case of a default referred to comply with any in Section 5.1 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); the failure (iv) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or which default (a) is caused by a failure to pay any Restricted Subsidiary, or the acceleration of amount due at the final stated maturity thereof or (b) results in the acceleration of any such Indebtedness (which acceleration is not rescindedprior to its express final stated maturity and, annulled or otherwise cured within 30 days of receipt by in each case, the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in under which there has been a default for failure to pay principal at final stated maturity or the final stated maturity of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 10.0 million or more at any timeand such failure shall not have been cured or waived within 20 days thereof; the failure by (v) certain final judgments of the Company or any Restricted Significant Subsidiary to pay final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $10.0 million; (vi) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Significant Subsidiary of the Company; and (vii) a Guarantee of a Guarantor that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or the Company is declared null and void and unenforceable or any Restricted Subsidiary is found to be invalid or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary a Guarantor that is a Significant Subsidiary or any group denies its liability, in writing, under its Guarantee (other than by reason of Restricted Subsidiaries that, taken together, would constitute release of a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor in accordance with the Indenture). If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or may waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Appears in 2 contracts

Samples: Newark Group Inc, Newark Group Inc

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Each of the following eventsconstitutes an Event of Default: (i) default by the default for 30 days Company in the payment when due of interest on the NotesNotes when the same becomes due and payable and the Default continues for a period of 30 days; (ii) default by the default Company in the payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (3) failure by the Company or any Subsidiary to comply with Sections 4.07, 4.09, 4.10, 4.15, or 5.01 of the Restricted Subsidiaries Indenture; (4) failure by the Company or any Subsidiary for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes Indenture or the Note GuaranteesNotes; the failure to pay at final maturity (giving effect to 5) default under any applicable grace periods and any extensions thereof) the stated principal amount of mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of for money borrowed by the Company or any of its Restricted Subsidiary, Subsidiaries (or the acceleration payment of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt guaranteed by the Company or any of its Restricted Subsidiaries), whether such Restricted Subsidiary Indebtedness or guarantee now exists, or shall be created hereafter, which default (a) is caused by a failure to pay principal of notice or premium, if any, or interest on such Indebtedness prior to the expiration of any the grace period provided in such accelerationIndebtedness on the date of such default (a "Payment Default") if or (b) results in the aggregate acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 5.0 million or more at any timemore; (6) a final judgment or final judgments for the failure payment of money are entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which that would be a Significant Subsidiary and such judgment or judgments remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $5.0 million; (7) certain events of bankruptcy or insolvency with respect to the Company or Company, any Restricted Subsidiary that is would constitute a Significant Subsidiary; Subsidiary or except as any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (8) the termination of any Subsidiary Guarantee for any reason not permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effectIndenture, or the Company or denial by any Restricted Subsidiary Guarantor or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its Guarantor of such Subsidiary Guarantor's obligations under its Note respective Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary that is would constitute a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal ofprincipal, interest or premium on, if any, or interest on, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Pegasus Satellite Communications Inc), Pegasus Communications Corp /

Defaults and Remedies. An Under the Indenture, Events of Default include (i) a default in any payment of interest on any Security when due, continued for 30 days, (ii) a default in the payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) the failure by the Issuers or the Company to comply with its obligations under Section 5.01 of the Indenture, (iv) the failure (A) by the Issuers or the Company to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture or (B) by the Company or the Issuers or any Restricted Subsidiary to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture (other than a failure to purchase Securities which shall constitute an Event of Default under clause (ii) above), other than as described in clause (i), (ii) or (iii) above, (v) the failure by the Issuers or the Company to comply with other agreements in the Securities, the Indenture or the Note Guaranty, in certain cases subject to notice and lapse of time, (vi) the Guaranty ceases to be in full force and effect (except as contemplated by the terms thereof) or the Company denies or disaffirms its obligations under the Indenture or the Guaranty, (vii) the failure by the Company, the Issuers or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds US$5 million and such default shall not have been cured or such acceleration rescinded after a 10-day period, (viii) certain events of bankruptcy, insolvency or reorganization of the Company, the Issuers or any Subsidiary, (ix) the rendering of any judgment or decree for the payment of money in excess of US$5 million (to the extent not covered by insurance) against the Company, the Issuers or a Subsidiary if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days following such judgment and is not discharged, waived or stayed, (x) any Account is not maintained as required or any drawing under any Account is not made when required to be made and in any such case such failure continues unremedied for five Business Days (or, in the case of a failure to maintain any required amount in, or to make a drawing under, the Notes DSR Account, 30 days), (xi) the Security Documents shall cease to grant the Holders any of the material collateral or rights purported to be granted thereunder or (xii) after giving effect to the anticipated receipt and application of any insurance proceeds, the Mill is abandoned in whole or in substantial part or is destroyed or made permanently inoperable in whole or in substantial part. If an Event of Default with respect to the Notes Securities occurs upon the occurrence (other than an Event of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency Default with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, Issuers or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from pursuant to certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs ) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes Securities may declare the Accreted Value as of the date on which the Securities first became due and payable plus accrued and unpaid interest, if any, on all the Notes Securities to be due and payable. Upon such a declaration, such Accreted Value and accrued and unpaid interest shall be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: NSM Steel Co LTD, NSM Steel Co LTD

Defaults and Remedies. An Event Events of Default with respect to include: (a) default in the Notes occurs upon the occurrence payment of any of the following events: the default for 30 days in payment when due of interest on the Notes, when such interest becomes due and payable, and continuance of such default for a period of 30 days; the (b) default in the payment when due of the principal of (or premium, if any, on on) the NotesNotes at its Maturity; (c) default in the failure by performance, or breach, of any covenant or agreement of the Company in the Base Indenture that affects or is applicable to comply the Notes (other than a default in the performance or breach of a covenant or agreement that is elsewhere in the Indenture specifically dealt with Section 4.17 or which has expressly been included in the Indenture solely for the benefit of the Indenture; the failure by the Company other series of Securities), and continuance of such default or any breach for a period of the Restricted Subsidiaries for 60 days after written notice from there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% of the aggregate in principal amount of the then outstanding all Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (including Additional Notes, if anyd) to comply with any of its other agreements default in the Indenture, Notes payment of principal when due or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount resulting in acceleration of any other Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Significant Subsidiary of notice of any such acceleration) if for borrowed money where the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above default or acceleration has passed), equals occurred exceeds $200.0 50 million and such acceleration has not been rescinded or more at any time; the failure by the Company annulled or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for such Indebtedness repaid within a period of 60 days30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Notes; provided that if any such default is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to have occurred; and (e) certain events of bankruptcy or and insolvency with respect to the Company. If an Event of Default as described in clause (a), (b), (c) or (d), occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare the principal amount of the Notes then Outstanding and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately, by a notice in writing to the Company or any Restricted Subsidiary (and to the Trustee if from the Holders), specifying the respective Event of Default and that it is a Significant Subsidiary; or except as permitted by “notice of acceleration,” and upon any such declaration, the Indenture or the Note Guarantees, any Note Guarantee same shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force become immediately due and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteepayable. In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency as described in clause (e) above, the Principal Amount of all Notes then Outstanding, together with respect to any accrued and unpaid interest through the Companyoccurrence of such Event of Default, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become and be due and payable immediately without further action any declaration or notice. If any other Event of Default occurs and is continuing, act by the Trustee or any other Holder. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount Principal Amount of the then outstanding Outstanding Notes may direct on behalf of the Trustee in its exercise Holders of all of the Notes waive any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing past Default or Event of Default if it determines that withholding notice is described in their interestclauses (a), except (b) or (c) (or, in the case of a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, described in case an Event of Default occurs and is continuingclause (d) or (e), the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% not less than a majority in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or Outstanding Securities may waive any existing such past Default or Event of Default Default) and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest on, the Notes, or in respect of a covenant or provision of the Indenture which under Article Nine of the Base Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Security of such affected series. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Lubrizol Corp, Lubrizol Corp

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Parent or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company Parent or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company Parent or any Restricted Subsidiary or any Person acting on behalf of the Company Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyParent, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Parent, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any Section 4.07, 4.09, 4.10, 4.18 or 5.01 of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to pay comply with certain other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Subsidiary Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitationsExcept as otherwise provided in the Indenture, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Newcor Inc, Exx Inc/Nv/

Defaults and Remedies. An Event of Default with respect to the any Notes occurs upon if: (a) default in payment (whether or not such payment is prohibited by the occurrence of any subordination provisions of the following events: Indenture) of the principal of, or premium, if any, or Fundamental Change Payment or Redemption Price with respect to the Notes, when due at maturity, upon repurchase or redemption, upon acceleration or otherwise; (b) default for 30 days or more in payment when due (whether or not such payment is prohibited by the subordination provisions of the Indenture) of any installment of interest on the Notes; (c) failure to provide timely notice of a Fundamental Change; (d) default by the default Company for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (e) one or more defaults in the payment when due of the principal of or premium, if any, on any Indebtedness within any applicable grace period after the Notes; final scheduled maturity thereof or the failure acceleration of any such Indebtedness by the Company holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $100.0 million or its foreign currency equivalent and such failure continues for 30 days; provided, that this clause (e) shall not apply to comply (A) any notice of wind-down or any comparable notice to be given in connection with Section 4.17 of the Indenturea Qualified Securitization Transaction or (B) any wind-down, or comparable event, with respect to a Qualified Securitization Transaction; the failure by (f) the Company or any of the Restricted its Significant Subsidiaries for 60 days after written notice from the Trustee or Holders group of not less than 25% subsidiaries that, taken together (as of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of latest audited consolidated financial statements for the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedand its subsidiaries), equals $200.0 million or more at any time; the failure by the Company or any Restricted would constitute a Significant Subsidiary fail to pay final judgments aggregating in excess of $200.0 million100.0 million (net of any amounts for which a reputable and creditworthy insurance company is liable, unless such insurance company has disclaimed such liability in writing), which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 daysdays following such judgments and none of such judgments has been discharged, waived or stayed; or (g) certain events of bankruptcy involving bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee or Holders the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Company, all outstanding Notes become due and payable without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require security or indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the NotesTrustee.

Appears in 2 contracts

Samples: Indenture (Agere Systems Inc), Indenture (Agere Systems Inc)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under ARTICLE IV of the Indenture; Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group then outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Ne Restaurant Co Inc, Bertuccis of White Marsh Inc

Defaults and Remedies. An Event The following are Events of Default with respect Default: (i) failure by the Company to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of pay the principal of any Note when due; (ii) failure by the Company to pay any interest or premiumAdditional Interest on any Note when due, if any, on the Notescontinuing for 30 days; the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements or covenants in the Indenture, Notes or the Note Guarantees; Indenture for the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness benefit of the Company or any Restricted Subsidiary, or the acceleration Holders of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of Notes upon the receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if Default by the aggregate principal amount of such IndebtednessTrustee, together with or upon the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure receipt by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess and the Trustee of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period notice of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted such Default by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all Notes, and (except in the Notes case of a Default with respect to be certain covenants described in the Indenture) the Company’s failure to cure such Default within 60 days after receipt of such notice; (iv) certain events of bankruptcy or insolvency; (v) default under any mortgage, indenture (including the Indenture) or instrument under which is issued or which secures or evidences Indebtedness of the Company or any Restricted Subsidiary (other than Non-Recourse Indebtedness) which default constitutes a failure to pay principal of such Indebtedness in an amount of $25 million or more when due and payable immediately. Subject to certain limitations, Holders (other than as a result of acceleration) or results in Indebtedness (other than Non-Recourse Indebtedness) in the aggregate of $25 million or more becoming or being declared due and payable before it would otherwise become due and payable; and (vi) entry of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to final judgment for the payment of principal of, premium on, if any, and interest money against the Company or any Restricted Subsidiary in an amount of $5 million or more which remains undischarged or unstayed for a period of 60 days after the date on which the Notesright to appeal such judgment has expired or becomes subject to an enforcement proceeding. Subject to the provisions of the Indenture relating to the duties of the Trustee, in In case an Event of Default (other than arising out of certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee will be under no obligation to exercise any of or the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request at the time outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare to institute proceedings in respect be due and payable immediately that portion of the principal amount of the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration and upon such declaration the same shall become and be immediately due and payable. In case an Event of Default in its own name as Trustee under arising out of certain events of bankruptcy or insolvency occurs and is continuing, the Indenture; such Holder or Holders offer andoutstanding principal of and accrued and unpaid interest, if requestedany, provide to on the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee security or indemnity satisfactory to it against any costs, expenses of the Holders. Such declaration or acceleration and liabilities to its consequences may be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, rescinded by Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders if all existing Events of a majority in aggregate Default have been cured or waived (except non-payment of principal amount that has become due solely because of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default acceleration) and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except . An existing Default (other than a continuing Default or Event of Default in the payment of principal of, premium on, if any, of or interest on, on the NotesNotes or Default with respect to a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in aggregate principal amount of Notes at the time outstanding upon the conditions provided in the Indenture.

Appears in 2 contracts

Samples: Supplemental Indenture (Standard Pacific Corp /De/), Fifth Supplemental Indenture (Standard Pacific Corp /De/)

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest, or Liquidated Damages, on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) the failure to make a Change of Control Offer as described in Section 4.15 of the Indenture, failure to make a Net Proceeds Offer as described in Section 4.10 of the Indenture or a default in the observance or performance of the covenants described in Sections 4.7, 4.9 or 5.1, which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except with respect to Section 5.1, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; (iv) the failure by the Company to comply with Section 4.17 any other covenant or agreement contained in the Indenture which default continues for a period of the Indenture; the failure by 45 days after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 10.0 million or more at any time; the failure by (vi) one or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged in writing) shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vii) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries as described in the Indenture; or (viii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, or the Company effect or any Restricted Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Person acting on behalf Guarantee of the Company a Significant Subsidiary is found to be invalid or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of termination of the Indenture or any group release of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor from its Guarantee in accordance with the terms of the Indenture). If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except is not obligated to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, the Notes or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder Guarantees unless it has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or received indemnity satisfactory to it against any costsit. The Indenture permits, expenses and liabilities subject to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day periodcertain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes do not give to direct the Trustee a direction inconsistent with such written requestin its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of a majority in aggregate principal amount Notes notice of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration certain continuing Defaults or waive any existing Default or Event Events of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default it determines in the payment of principal of, premium on, if any, or interest on, the Notesgood faith that withholding notice is in their interest.

Appears in 2 contracts

Samples: Indenture (Propex International Holdings II Inc.), Nacg Finance LLC

Defaults and Remedies. An Events of Default include: (i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise, (iii) the failure of any Issuer, Venator or any other Guarantor to comply with any covenant or agreement contained in the Indenture, which default continues for a period of 90 days after Venator or the Issuers receive a written notice specifying the default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (including any Additional Notes subsequently issued under the Indenture) (except in the case of a default with respect to Section 5.01 or 10.04 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of time requirement); (iv) default under any agreement governing indebtedness of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premiumVenator, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company any Issuer or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notestheir Significant Subsidiaries, if anythat Default (A) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the is caused by a failure at to pay at final maturity (the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions thereofof time for payment of such indebtedness; or (B) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedindebtedness prior to its express maturity, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if and in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity indebtedness unpaid or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals aggregates $200.0 50.0 million or more at any timeand has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; (v) certain events of bankruptcy affecting Venator or insolvency with respect to either Issuer or (vi) the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, failure of any Note Guarantee shall be held in by Venator or any judicial proceeding to be unenforceable or invalid or shall cease for any reason Significant Subsidiary to be in full force and effect, or effect (other than in accordance with the Company terms of such Note Guarantee and the Indenture) or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing Guarantors denies its obligations liability under its Note GuaranteeGuarantee and such Default continues for 10 days. In Holders may not enforce the case of an Event of Default arising from certain events of bankruptcy Indenture or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holdersthe Holders of Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the NotesNotes (including in connection with an offer to purchase). The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon obtaining knowledge of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Huntsman International LLC), Indenture (Venator Materials PLC)

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Iron Mountain Incorporated (Iron Mountain Inc), Iron Mountain Incorporated (Iron Mountain Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Special Interest, if any, with respect to the Notes; the (ii) default in the payment when due of the principal of of, or premium, if any, on on, the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 of the Indenture for 90 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding to comply with any of the other agreements in the Indenture or the Notes; (v) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notes, if anyvi) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its Stated Maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (ix) except as permitted by the Indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary of the Company, or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by written notice to the Company declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestSpecial Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ) if it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, or interest Special Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Park Ohio Holdings Corp), Park Ohio Industries Inc/Oh

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the (iii) failure by the Company Suburban Propane for 90 days after notice to comply with the provisions under Section 4.17 10.03 of the Supplemental Indenture; the (iv) failure by the Company Suburban Propane or any of the its Restricted Subsidiaries to comply with any other term, covenant or agreement contained in the Notes or the Supplemental Indenture, other than a default specified in either clause (i), (ii) or (iii) above, and the default continues for a period of 60 days after written notice from of default requiring the Issuers to remedy the same is given to Suburban Propane by the Trustee or by Holders of not less than 25% of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notes, if anyv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Suburban Propane or any Restricted SubsidiarySubsidiary of Suburban Propane, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 30.0 million or more at any time; the failure by the Company (vi) a final judgment or judgments, which is or are non-appealable and non-reviewable or which has or have not been stayed pending appeal or review or as to which all rights to appeal or review have expired or been exhausted, shall be rendered against Suburban Propane or any of its Restricted Subsidiary to pay final Subsidiaries; provided such judgment or judgments aggregating requires or require the payment of money in excess of $200.0 million, which judgments remain unpaid, undischarged 30.0 million in the aggregate and is not covered by insurance or unstayed for a period discharged or stayed pending appeal or review within 60 days after entry of 60 dayssuch judgment; and (vii) certain events of bankruptcy or insolvency set forth in Section 5.01 of the Supplemental Indenture with respect to the Company Suburban Propane, Finance Corp. or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.Significant

Appears in 2 contracts

Samples: Second Supplemental Indenture (Suburban Propane Partners Lp), First Supplemental Indenture (Suburban Propane Partners Lp)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to include (i) default in the Notes occurs payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the occurrence Company of any of the following events: the its option provided for in paragraph 11 hereof which default in either case continues for 30 days in payment when due of interest on the Notesdays; the (ii) default in payment when due of the principal of or premiumPrincipal Amount at Maturity (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on the Notes; the failure by the Company to comply with Section 4.17 Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, or Purchase Price, in respect of the IndentureSecurities when the same becomes due and payable; the (iii) failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) Guarantor to comply with any of its other agreements in the Indenture, Notes Indenture or the Note GuaranteesSecurities, subject to notice and lapse of time; (iv) (a) failure of the failure Company to pay at final maturity (giving effect to make any payment by the end of any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated period after maturity of any such Indebtedness Debt in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, taken together with the principal amount of any other such Indebtedness amounts in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating b) below) in excess of $200.0 million10,000,000, which judgments remain unpaid, undischarged or unstayed for (b) an acceleration of Debt has occurred in an amount (taken together with amounts in (a) above) in excess of $10,000,000 because of a period of 60 days; certain events of bankruptcy or insolvency default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted Event of Default by the Indenture or the Note Guarantees, any Note Guarantee reason thereof shall be held in deemed not to have occurred; (v) if any judicial proceeding to be unenforceable or invalid or shall cease for any reason Guarantee ceases to be in full force and effecteffect or is declared null and void or any Guarantor denies that it has any further liability under any Guarantee, or gives notice to such effect (other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture) and such condition shall have continued for a period of 30 days after written notice of such failure requiring the Guarantor and the Company to remedy the same shall have been given (x) to the Company by the Trustee or any Restricted Subsidiary or any Person acting on behalf (y) to the Company and the Trustee by the holders of 25% in aggregate principal amount of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from Securities then outstanding; and (vi) certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 2 contracts

Samples: Indenture (CBRL Group Inc), Indenture (CBRL Group Inc)

Defaults and Remedies. An Events of Default are set forth in the --------------------- Indenture. Upon the happening of any Event of Default with respect to specified in Section 6.01, the Notes occurs Trustee may, and the Trustee upon the occurrence request of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate in principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes Securities shall or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes may declare principal of and accrued but unpaid interest, if any, on all the Notes Securities to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall (except as provided in clause (ii) of this sentence) become immediately due and payable or (ii) if there are any amounts outstanding under any of the instruments constituting Designated Senior Debt, will become due and payable upon the first to occur of an acceleration under any of the instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). Subject If an Event of Default described under clauses (7) or (8) of Section 6.01 with respect to certain limitationsthe Company occurs and is continuing, then such amount will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities; provided, however, that at any time after a declaration of acceleration with -------- ------- respect to the Securities, the Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written (by notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of Trustee) may rescind and cancel such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default declaration and its consequences under the Indenture, if (i) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest on the Securities that has become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a continuing Default or Event of Default (with respect to the Company) of the type described in Section 6.01(7) or (8), the Trustee has received an Officers' Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of, premium on, if any, of or interest on, the Noteson any Securities.

Appears in 2 contracts

Samples: Samsonite Holdings Inc, Samsonite Corp/Fl

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Defaults and Remedies. An Each of the following is an Event of Default with respect under the Indenture: failure to make the Notes occurs upon the occurrence payment of any of the following events: the default for 30 days in payment when due of interest on the NotesNotes when the same becomes due and payable, and such failure continues for a period of 30 days; failure to make the default in payment when due of the any principal of of, or premium, if any, on on, any of the NotesNotes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; the failure by the Company to comply with Section 4.17 5.01 of the Indenture; failure to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure by that is the Company or any subject of the Restricted Subsidiaries foregoing clauses), and such failure continues for 60 30 days after written notice from is given to the Company by the Trustee or the Holders of not less than 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesspecifying such default, if any) to comply with demanding that it be remedied and stating that such notice is a "Notice of Default"; a default under any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt Debt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $10.0 million or its foreign currency equivalent at the time; any final judgment or judgments for the payment of money in an aggregate amount in excess of $10.0 million (or its foreign currency equivalent at the time) (net of any amounts that a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee reputable and creditworthy insurance company shall have acknowledged liability for in writing) that shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or rendered against the Company Parent or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any Person acting on behalf period of 30 consecutive days during which a stay of enforcement shall not be in effect; any Guarantee of the Company Parent or any a Significant Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togetheras a whole, would constitute a Significant SubsidiaryRestricted Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or any Guarantor denies or disaffirms its obligations under its Guarantee; and certain events of bankruptcy, all outstanding Notes will become due and payable immediately without further action insolvency or noticereorganization affecting the Company or any of its Significant Restricted Subsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Special Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Prestige Brands International, Inc., Prestige Brands Holdings, Inc.

Defaults and Remedies. An The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default specified in clauses (6) or (7) of Section 6.01 of the Indenture with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Issuers or any of the Restricted Subsidiaries for 60 days after written notice from Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25at least 25.0% of the aggregate in principal amount of the then outstanding Notes may, by written notice to the Issuers, declare all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (including Additional Notes, if any6) to comply with any or (7) of its other agreements in Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount payment of any Indebtedness all amounts that would have been due upon redemption of the Company or any Restricted Subsidiary, or Notes if the acceleration Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 of the final stated maturity Indenture, which, for the avoidance of any such Indebtedness (which acceleration is not rescindeddoubt, annulled or otherwise cured within 30 days shall be 100% of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other Notes at such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated time plus the Applicable Premium (in each case with respect to which calculated as though such date were the 30-day period described above has passedRedemption Date), equals $200.0 million or more at any and accrued and unpaid interest, if any, to, such time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect without prejudice to the Company or rights of such Holders to receive any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by further accrued and unpaid interest from such date to the Indenture or date of payment. Notwithstanding the Note Guaranteesforegoing, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events under clauses (6) or (7) of bankruptcy or insolvency, Section 6.01 of the Indenture with respect to any of the Company, any Restricted Subsidiary that is a Significant Subsidiary Issuers or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, all outstanding Notes will become due and payable immediately without further action or notice. If , and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other Event event of Default occurs the nature described in clauses (6) or (7) of Section 6.01 of the Indenture, and is continuingirrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Trustee or Holders payment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at least 25their option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% in aggregate of the principal amount of Notes at such time plus the then outstanding Notes Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Holders may declare all not enforce the Indenture, the Notes to be due and payable immediatelyor any Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

Appears in 2 contracts

Samples: Indenture (J Crew Group Inc), Indenture (J Crew Group Inc)

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Parent or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company Parent or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company Parent or any Restricted Subsidiary or any Person acting on behalf of the Company Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyParent, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc)

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of is any one of the following eventsfollowing: (i) failure of the Company to pay interest when the same becomes due and payable and default continues for a period of 30 days in payment when due of interest on the Notes; (ii) failure of the default in payment when due of Company to pay the principal of or premium, if any, on the NotesNotes when due at maturity, upon redemption, pursuant to an offer to purchase pursuant to the change of control provision or otherwise by acceleration or otherwise; the (iii) failure by of the Company to comply with Section 4.17 of 4.12 in the Indenture; (iv) failure to perform any other covenant contained in the failure Indenture for 30 days after notice (other than a Default under Section 4.02 or Article Five which Default shall be an Event of Default without the notice or passage of time specified in this clause); (v) the occurrence of an event of default, as defined in any one or more mortgages, indentures or instruments under which there may be issue, or by which there may be secured or evidenced, any Debt of the Company or a subsidiary whether such Debt now exists or shall hereafter be created and shall entitle the holders of such Debt to declare an aggregate principal amount of at least $10,000,000 of such Debt due and payable, which event of default is not cured or waived in accordance with the provisions of such instrument, or such Debt is not discharged, within 30 days after the receipt by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount series of any other Securities then outstanding of such Indebtedness in event of default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by and requiring the Company to cause such event of default to be cured or any Restricted Subsidiary such Debt to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 daysbe discharged; and (vi) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteereorganization. In the case of If an Event of Default arising from (other than certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect reorganization) relating to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately in accordance with Section 6.02 of the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require security and indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 2 contracts

Samples: Indenture (Mandalay Resort Group), Indenture (Mandalay Resort Group)

Defaults and Remedies. An Events of Default include: (1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (2) the failure to pay the principal of any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture or the Security Documents which default continues for a period of 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.1 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any4) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within with- in 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedelapsed), equals aggregates $200.0 25.0 million or more at any time; the provided that if such failure to pay shall be remedied, waived or extended within 30 days of receipt by the Company or any such Restricted Subsidiary of notice of such acceleration, then any Default or Event of Default hereunder shall be deemed likewise to pay final be remedied, waived or extended without further action by the Company; (5) one or more judgments aggregating in an aggregate amount in excess of $200.0 million, which 25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; provided, however, that the rendering of any such judgment(s) shall not be an Event of Default under this clause (5) unless (i) the Company and its Restricted Subsidiaries which are subject to the order, as of the date of the issuance of such judgment(s), have at least $25.0 million in net assets located in such court’s jurisdiction or (ii) a final and non-appealable order enforcing such judgment(s) is entered by a court of competent jurisdiction in a jurisdiction where the Company and its Restricted Subsidiaries subject to the order, as of the date of the entry of such order of enforcement, have at least $25.0 million in net assets located in such jurisdiction; (6) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; (7) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies in writing its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with the terms of the Indenture) or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary denies in writing the validity of the Liens created pursuant to the Security Documents (other than by reason of a release of such Liens in accordance with the terms of the Indenture); or (8) any group Lien purported to be created by any Security Document shall cease to be a valid and enforceable Lien except in accordance with the Security Documents and such failure continues for a period of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all 45 days after the Company receives written notice specifying the failure (and demanding that such failure be remedied) from the Trustee or the Holders of at least 25% of the outstanding Notes will become due and payable immediately without further action or noticeprincipal amount of the Notes. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or may waive any existing or past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Appears in 2 contracts

Samples: Covenants (Dole Food Co Inc), Dole Food Co Inc

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on the Notes; the any Security when due, continued for 30 days, (ii) a default in the payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 10 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 5.1 of the Indenture; , (iv) the failure by the Company to comply for 30 days after notice with certain of its obligations under Article 4 of the Indenture (in each case, other than a failure to purchase Securities), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Securities or the Indenture, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million or its foreign currency equivalent (the "cross acceleration provision"), (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (the "bankruptcy provisions") or (viii) the rendering of any Restricted Subsidiaryjudgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the acceleration of the final stated maturity of event any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationappeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million5.0 million or its foreign currency equivalent against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaidor bonded or insured by a third Person, undischarged if (A) an enforcement proceeding thereon is commenced or unstayed (B) such judgment or decree remains outstanding for a period of 60 days; certain events of bankruptcy 90 days following such judgment or insolvency with respect to decree and is not discharged, waived or stayed (the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee"judgment default provision"). In the case of If an Event of Default arising from (other than a Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect to reorganization of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes Securities may declare the principal of and accrued but unpaid interest on all the Notes Securities to be due and payable immediately. Certain events of bankruptcy, insolvency, or reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or Event interest) if and so long as a committee of Default if it its Trust Officers in good faith determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Indenture (Telex Communications Intermediate Holdings LLC), Telex Communications Intermediate Holdings LLC

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the (iii) failure by the Company to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by the Company or any of the its Restricted Subsidiaries to comply with Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture for 60 a period of 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) failure to comply with any provision of Section 4.03 and such failure continues for a period of 150 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (vi) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other agreements covenant or other agreement in the Indenture; (vii) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries, Notes or the Note Guarantees; the which default is caused by a failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods and any extensions thereofperiod provided in such Indebtedness) (a “Payment Default”) or results in the stated acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 100.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (viii) certain final judgments aggregating in excess for the payment of $200.0 millionmoney that remain not paid, which judgments remain unpaid, undischarged discharged or unstayed stayed for a period of 60 days, provided that the aggregate of all such not paid, discharged or stayed judgments exceeds $100.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered); certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group of Restricted Subsidiaries Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee; and payable immediately without further action (x) certain events of bankruptcy or noticeinsolvency with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company. If any other Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.01 of the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as specified in clauses (j) and (k) of Section 6.01 of the Indenture with respect to certain limitationsthe Company or any Guarantors that are, alone or in combination, Significant Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestinterest on, any Note) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the Indenture, or for interests of the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestNotes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (other than non-payment of principal of or interest on the Notes that become due solely because of the acceleration of the Notes) (provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Supplemental Indenture (Asbury Automotive Group Inc)

Defaults and Remedies. An Event of Default with respect will occur under the Indenture if: (1) the Issuer fails to make the payment of any interest or Additional Interest on the Notes occurs upon when the occurrence same becomes due and payable, and such failure continues for a period of 30 days; (2) the Issuer fails to make the payment of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of of, or premium, if any, on on, any of the NotesNotes when the same becomes due and payable at its Stated Maturity, upon acceleration, required repurchase or otherwise; (3) the failure by the Company Issuer fails to comply with Section 4.17 Article 5; (4) the Issuer fails to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of the Indenture; the foregoing clause (1), (2) or (3)) and such failure by the Company or any of the Restricted Subsidiaries continues for 60 30 days after written notice from is given to the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements Issuer as provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to 5) upon a default under any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt Debt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company Issuer or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or the Issuer or any of its Restricted Subsidiaries fails to pay any such Debt at maturity, in an aggregate amount greater than $20.0 million or its foreign currency equivalent at the time; (6) any final judgment or judgments aggregating for the payment of money in an aggregate amount in excess of $200.0 million20.0 million (or its foreign currency equivalent at the time) shall be rendered against the Issuer or any Restricted Subsidiary and such judgment or judgments shall not be waived, which judgments remain unpaid, undischarged satisfied or unstayed discharged for a any period of 60 days30 consecutive days during which a stay of enforcement shall not be in effect; or (7) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture Issuer or the Note GuaranteesSignificant Subsidiaries occurs. If any Event of Default occurs and is continuing, any Note Guarantee shall be held the Trustee or the Holders of at least 25% in any judicial proceeding principal amount of the then outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, premium on, if any, or interest on, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Coventry Health Care Inc, Coventry Health Care Inc

Defaults and Remedies. An Event Under the Indenture, Events of Default include (1) a default in any payment of interest on, or Additional Interest with respect to the Notes occurs upon the occurrence of to, any of the following events: the default Note when due that continues for 30 days in payment when due of interest on the Notes; the days, (2) a default in the payment when due of the principal of or premium, if any, on the Notes; of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (3) the failure by the Company Issuer or any of its Restricted Subsidiaries to comply with Section 4.17 the provisions described under Article 5 of the Indenture; Indenture (4) the failure by the Company Issuer or any of its Restricted Subsidiaries to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture (other than a failure to purchase Notes), (5) the failure by the Issuer or any of the Restricted Subsidiaries of the Issuer to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Notes or the Indenture, Notes or the Note Guarantees; (6) the failure by the Issuer or any Significant Subsidiary to pay at final maturity any Indebtedness (giving effect other than Indebtedness owing to a Restricted Subsidiary of the Issuer) within any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, period after final maturity or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary holders thereof because of notice of any such acceleration) a default, in each case, if the aggregate principal total amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity unpaid or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals exceeds $200.0 30 million or more at any time; its foreign currency equivalent, (7) certain events of bankruptcy, insolvency or reorganization of the Issuer or a Significant Subsidiary, (8) the failure by the Company Issuer or any Restricted Significant Subsidiary to pay final judgments aggregating in excess of $200.0 million30 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments remain unpaidare not discharged, undischarged waived or unstayed stayed for a period of 60 days; certain events days and (9) any Guarantee of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, or effect (except as contemplated by the Company terms thereof) or any Restricted Guarantor that qualifies as a Significant Subsidiary denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due Guarantee and payable immediately without further action or noticesuch Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the such Notes to be due and payable immediately, subject to certain conditions set forth in the Indenture. Certain events of bankruptcy or insolvency are Events of Default which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Indenture (Affinion Group, Inc.), Indenture (Watchguard Registration Services, Inc.)

Defaults and Remedies. An Event The following are Events of Default with respect Default: (i) failure by the Company to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of pay the principal of or premiumany Note when due; (ii) failure by the Company to pay any interest on any Note when due, if any, on the Notescontinuing for 30 days; the (iii) failure by the Company to comply with Section 4.17 its other agreements or covenants in the Notes or the Indenture for the benefit of the Indenture; Holders of the failure Notes upon the receipt by the Company of notice of such Default by the Trustee, or any of upon the Restricted Subsidiaries for 60 days after written notice from receipt by the Company and the Trustee or of notice of such Default by the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and (except in the case of a Default with respect to comply with any of its other agreements certain covenants described in the Indenture, Notes or ) the Note Guarantees; the Company’s failure to pay at final maturity cure such Default within 60 days after receipt of such notice; (giving effect to iv) certain events of bankruptcy or insolvency; (v) default under any applicable grace periods mortgage, indenture (including the Original Indenture and the supplemental indentures thereto in respect of the terms of the Other Public Notes, or any extensions thereofother indenture in respect of the Other Public Notes, as applicable) the stated principal amount of any or instrument under which is issued or which secures or evidences Indebtedness of the Company or any Restricted Subsidiary, or Subsidiary (other than the acceleration of the final stated maturity of any such Indebtedness (Notes and Non-Recourse Indebtedness) which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for constitutes a failure to pay principal at final stated maturity or which has been so accelerated (of such Indebtedness in each case with respect to which the 30-day period described above has passed), equals an amount of $200.0 million 50,000,000 or more at any timewhen due and payable (other than as a result of acceleration) or results in Indebtedness (other than the Notes and Non-Recourse Indebtedness) in the aggregate of $50,000,000 or more becoming or being declared due and payable before it would otherwise become due and payable; (vi) entry of a final judgment for the failure by payment of money against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess an amount of $200.0 million, 10,000,000 or more which judgments remain unpaid, remains undischarged or unstayed for a period of 60 daysdays after the date on which the right to appeal such judgment has expired or becomes subject to an enforcement proceeding; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or and (vii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default (other than arising from out of certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes at the time outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare all the Notes to be due and payable immediatelyimmediately that portion of the principal amount of the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration, and upon such declaration the same shall become and be immediately due and payable. Subject to In case an Event of Default arising out of certain limitationsevents of bankruptcy or insolvency occurs and is continuing, the outstanding principal of and accrued and unpaid interest, if any, on the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any of the Holders. Such declaration or acceleration and its consequences may be rescinded by Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes may direct the Trustee in its exercise if all existing Events of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has Default have been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, waived (except a Default or Event of Default relating to the non-payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions that has become due solely because of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs acceleration) and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except . An existing Default (other than a continuing Default or Event of Default in the payment of principal of, premium on, if any, of or interest on, on the NotesNotes or Default with respect to a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in aggregate principal amount of Notes at the time outstanding upon the conditions provided in the Indenture.

Appears in 2 contracts

Samples: Twenty Eighth Supplemental Indenture (CalAtlantic Group, Inc.), Twenty Seventh Supplemental Indenture (CalAtlantic Group, Inc.)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Security when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Securities when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Securities or the Indenture, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $25.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million25.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Subsidiary Guarantee of the Securities by a Subsidiary Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Subsidiary Guarantor of its obligations under the Indenture or its Note Guarantee. In the case of an Event of Subsidiary Guarantee if such Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticecontinues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes applicable Securities may declare all the Notes such Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Colortyme Inc, Colortyme Inc

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect include (1) the Company fails to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment pay when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on any of the Notes; the failure Notes at maturity, upon redemption or exercise of a repurchase right or otherwise, whether or not such payment is prohibited by the Company to comply with Section 4.17 Article 11 of the Indenture; the failure by (2) the Company or fails to pay an installment of interest (including liquidated damages, if any) on any of the Restricted Subsidiaries Notes that continues for 30 days after the date when due, whether or not such payment is prohibited by Article 11 of the Indenture; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after such delivery date; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture for a period of 60 days after written notice from of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted and the Trustee by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding outstanding; (5) (A) one or more defaults in the payment of principal of or premium, if any, on any of the Company's Indebtedness aggregating $5.0 million or more, when the same becomes due and payable at the scheduled maturity thereof, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived within a 30-day period after the date of such default or (B) any of the Company's Indebtedness aggregating $5.0 million or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the scheduled maturity thereof and such acceleration is not rescinded or annulled within a 30-day period after the date of such acceleration; and (6) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary or any Subsidiaries of the Company which in the aggregate would constitute a Significant Subsidiary. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 of the Indenture) occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default (except a Default in payment of amounts specified in clause (1) or Event of Default (2) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 2 contracts

Samples: Indenture (Province Healthcare Co), Asyst Technologies Inc /Ca/

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or an Asset Sale Offer on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity Stated Maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity Stated Maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated accelerated, aggregates greater of (in each case with respect to which A) $100.0 million and (B) 1.0% of the 30-day period described above has passed), equals $200.0 million Company’s Total Assets or more at any time; (v) one or more judgments in an aggregate amount in excess of the failure greater of (A) $100 million and (B) 1.0% of the Company’s Total Assets (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage) shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (vii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company any Guarantor, denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ,) if it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holdersthe Holders of Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Jarden Corp), Indenture (Jarden Corp)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the default in payment when due of the principal of or premiuminterest, if any, on the Notes; (ii) default in payment when due of stated principal, Redemption Price or Purchase Price of the Notes when the same becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) failure by the Company to comply with Section 4.17 of any covenant contained in the Indenture; the failure by Indenture for 45 days after notice to the Company or any of the Restricted Subsidiaries for 60 days after written notice from by the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then outstanding Notes outstanding; (including Additional Notes, if anyiv) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or any Restricted Subsidiary, or (b) results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if of such Indebtedness prior to its express maturity and, in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in under which there has been a default for failure to pay principal at final stated maturity or the maturity of which has been so accelerated (in each case with respect to which the 3020-day period described above has passed), equals elapsed) aggregates $200.0 15.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (v) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $15.0 million; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Significant Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or may waive any existing or past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Appears in 2 contracts

Samples: Anchor Glass Container Corp /New, Indenture (Anchor Glass Container Corp /New)

Defaults and Remedies. An Event Events of Default with respect to under the Notes occurs upon Indenture include the occurrence of any of the following eventsfollowing: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the (a) failure by the Company to comply pay (1) principal of, interest on, Premium, if any, or Break Amount, if any, with Section 4.17 respect to any Security when due, and such failure shall continue unremedied for a period of 10 Business Days thereafter (it being understood that any amount distributed to Securityholders in respect of the Indenture; the failure foregoing from funds provided by the Company Policy Provider, the Liquidity Provider or a Cash Collateral Account shall not be deemed to cure such Default) or (2) any other amount payable by it to the Holders under the Indenture or any Operative Document when due, and such failure shall continue for a period in excess of 10 Business Days after the Restricted Subsidiaries for 60 days after Company has received written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount failure to make such payment when due; (b) failure by the Company to observe and perform in any material respect any other covenant, agreement or obligation set forth in the Indenture or in any other Operative Documents, with such failure continuing after notice and specified cure periods; (c) any representation or warranty made by the Company in the Indenture or any other Operative Document (1) shall prove to have been untrue or inaccurate in any material respect as of the then outstanding Notes date made, (including Additional Notes2) such untrue or inaccurate representation or warranty is material at the time in question and (3) the same shall remain uncured following notice; and (d) the occurrence of certain events of bankruptcy, if any) reorganization or insolvency of the Company. Subject to comply with any of its other agreements certain limitations in the Indenture, Notes or if an Event of Default occurs and is continuing, the Note Guarantees; Controlling Party may, by notice to Company and the failure to pay at final maturity (giving effect to any applicable grace periods Trustee, and any extensions thereof) the stated principal amount of any Indebtedness Trustee shall, upon the request of the Company or any Restricted SubsidiaryControlling Party, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindeddeclare all unpaid principal of, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) accrued interest on, Premium, if the aggregate principal amount of such Indebtednessany, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)and Break Amount, equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 millionif any, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Securities Outstanding and other amounts otherwise payable under the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding if any, to be unenforceable or invalid or shall cease for any reason to be in full force due and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteepayable immediately. In the case of an Event of Default arising from certain events of bankruptcy bankruptcy, reorganization or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will such amounts shall automatically become and be immediately due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingUnder certain circumstance, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes Controlling Party by notice to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in may rescind an acceleration and its exercise of any trust or powerconsequences. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case If an Event of Default occurs and is continuing, the Trustee will be under no obligation may pursue any available remedy by proceeding at law or in equity to exercise any of collect the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principalprincipal of, premiuminterest on, or Premium, if any, or interestBreak Amount, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to, the Securities or other amounts otherwise payable under the Indenture, if any. Subject to the Indenture, or for so long as an Event of Default has occurred and is continuing, the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written Controlling Party by notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to may authorize the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind waive an acceleration or waive any existing Default or Event of Default and its consequences under consequences. The Controlling Party may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee (as Trustee or Collateral Agent, subject, in the case of any actions based on the status of the Trustee as Collateral Agent, to any limitations otherwise expressly provided for in the Operative Documents) or exercising any trust or power conferred on it; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture, if . The Trustee may require indemnity satisfactory to it before it enforces the rescission would not conflict with Indenture or the Securities. The Trustee may withhold from Securityholders notice of any judgment or decree, continuing default (except a continuing Default default in payment of principal, interest, Premium or Event Break Amount) if it determines in good faith that withholding notice is in their interests. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety to the more complete description thereof contained in the payment of principal of, premium on, if any, or interest on, the NotesIndenture.

Appears in 2 contracts

Samples: Security Agreement (Continental Airlines Inc /De/), Continental Airlines Inc /De/

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteeslast paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 350.0 million or more at any time; the (v) failure by the Company to pay final non-appealable judgments entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary to pay final judgments of the Company in amounts aggregating in excess of $200.0 350.0 million, which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to (vi) the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Equinix Inc), Indenture (Equinix Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the (iii) failure by the Company to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by the Company or any of the its Restricted Subsidiaries to comply with Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture for 60 a period of 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) failure to comply with any provision of Section 4.03 and such failure continues for a period of 150 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (vi) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other agreements covenant or other agreement in the Indenture; (vii) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries, Notes or the Note Guarantees; the which default is caused by a failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods and any extensions thereofperiod provided in such Indebtedness) (a “Payment Default”) or results in the stated acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 75.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (viii) certain final judgments aggregating in excess for the payment of $200.0 millionmoney that remain not paid, which judgments remain unpaid, undischarged discharged or unstayed stayed for a period of 60 days, provided that the aggregate of all such not paid, discharged or stayed judgments exceeds $75.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered); certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group of Restricted Subsidiaries Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee; and payable immediately without further action (x) certain events of bankruptcy or noticeinsolvency with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company. If any other Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.01 of the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as specified in clauses (j) and (k) of Section 6.01 of the Indenture with respect to certain limitationsthe Company or any Guarantors that are, alone or in combination, Significant Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestinterest on, any Note) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the Indenture, or for interests of the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestNotes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (other than non-payment of principal of or interest on the Notes that become due solely because of the acceleration of the Notes) (provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)

Defaults and Remedies. An Event Events of Default with respect include: (i) the failure to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of pay interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on any Notes when the Notes; same becomes due and payable if the failure default continues for a period of 30 days (whether or not such payment shall be prohibited by the Company to comply with Section 4.17 Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described in Section 4.03 of the Indenture) after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) except in the case of a default with respect to comply with any Section 5.01 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect accelerated, aggregates to which the 30-day period described above has passed), equals $200.0 40.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $40.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 millionits Significant Subsidiaries, which and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or insolvency any of its Significant Subsidiaries. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company or any Restricted Subsidiary that Company) occurs and is a Significant Subsidiary; or except as permitted by continuing, the Indenture Trustee or the Note Guarantees, any Note Guarantee shall be held Holders of at least 25% in any judicial proceeding principal amount of the then-outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture and payable immediatelythe Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 2 contracts

Samples: TransDigm Group INC, TransDigm Group INC

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under ARTICLE IV of the Indenture; , (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group then outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Bertuccis of White Marsh Inc, Ne Restaurant Co Inc

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to the Notes occurs upon the occurrence this Note: (i) failure to pay principal of any of the following events: the default for 30 days in payment Note when it becomes due of and payable at stated maturity, upon acceleration, redemption or otherwise; (ii) failure to pay interest on the Notesany Note when it becomes due and payable and such Default continues for a period of 30 days; the default in payment when due of the principal of or premium, if any, on the Notes; the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements or covenants in, or other provisions of, the Indenture, which failure is not cured within 60 days after notice is given as specified in the Indenture; (iv) any Guarantee ceases to be in full force and effect or any Guarantor denies or disaffirms its obligations under its Guarantee, Notes except, in each case, in connection with a release of a Guarantee in accordance with the terms of this Indenture; (v) the nonpayment at maturity or the Note Guarantees; the failure to pay at final maturity other default (giving effect to beyond any applicable grace periods and period) under any extensions thereof) the stated principal amount of agreement or instrument relating to any other Indebtedness of the Company or any Restricted Subsidiaryof its Significant Subsidiaries (the unpaid principal amount of which is not less than $50 million), or which default results in the acceleration of the final maturity of such Indebtedness prior to its stated maturity of any or occurs at the final maturity thereof and such acceleration has not been rescinded or annulled or such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured repaid within 30 days of receipt by after notice is given as specified in the Company or such Restricted Subsidiary of notice of any such accelerationIndenture; and (vi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will principal amount hereof may be under no obligation to exercise any of declared due and payable in the rights or powers under manner and with the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred effect provided in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Indenture (Lear Corp), Indenture (Lear Corp /De/)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Additional Interest, on the Notes; the (ii) default in payment when due of stated principal, Redemption Price or Purchase Price of the principal Notes when the same becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or premium, if any, on the Notesa Net Proceeds Offer); the (iii) failure by the Company to comply with Section 4.17 of any covenant contained in the Indenture; the failure by Indenture for 45 days after notice to the Company or any of the Restricted Subsidiaries for 60 days after written notice from by the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then outstanding Notes outstanding; (including Additional Notes, if anyiv) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or any Restricted Subsidiary, or (b) results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if of such Indebtedness prior to its express maturity and, in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in under which there has been a default for failure to pay principal at final stated maturity or the maturity of which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 15.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (v) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $15.0 million; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Significant Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or may waive any existing or past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Appears in 2 contracts

Samples: Anchor Glass Container Corp /New, Indenture (Anchor Glass Container Corp /New)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include, among others, (a) default in the payment when due of the principal of or premium, if any, on when due; (b) default in the payment of any installment of interest when due, continued for 30 days; (c) default in the performance of any other covenant of either of the Issuers applicable to the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries , continued for 60 days after written notice from to the Issuers by the Trustee or Holders of not less than 25% of to the aggregate principal amount of Issuers and the then outstanding Notes (including Additional NotesTrustee, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding requiring the same to be remedied; (d) certain events of bankruptcy, insolvency or reorganization of either of the Issuers or any Restricted Subsidiary; and (e) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by either of the Issuers or any Restricted Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed of either of the Issuers or any Restricted Subsidiary resulting in the acceleration of such indebtedness, or any default in payment of such indebtedness (after expiration of any applicable grace periods and presentation of any debt instruments, if required), if the aggregate amount of all such indebtedness that has been so accelerated and with respect to which there has been such a default in payment shall exceed $10,000,000 and there has been a failure to obtain rescission or annulment of all such accelerations or to discharge all such defaulted indebtedness within 20 days after written notice of the type specified below. If any Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuers (and to the Trustee, if given by the Holders), may declare the principal of all of the Notes and the interest, if any, accrued thereon to be due and payable immediately. Subject to certain limitations; provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by notice in writing to the Issuers and the Trustee, may direct the Trustee in rescind and annul such declaration and its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge consequences if all defaults under the such Indenture unless the default has been are cured or waived. The No Holder of Notes then outstanding may institute any suit, action or proceeding with respect to, or otherwise attempt to enforce, such Indenture, unless (i) such Holder previously shall have given to the Trustee may withhold from Holders written notice of any continuing Default or Event default and of Default if it determines that withholding notice is the continuance thereof, (ii) the Holders of not less than 25% in their interest, except a Default or Event aggregate principal amount of Default relating the Notes then outstanding shall have made written request to the payment of principal ofTrustee to institute such suit, premium on, if any, action or proceeding and interest on the Notes. Subject shall have offered to the provisions Trustee such reasonable indemnity as it may require with respect thereto and (iii) the Trustee for 60 days after its receipt of the Indenture relating such notice, request and offer of indemnity, shall have neglected or refused to the duties of the Trusteeinstitute any such action, in case an Event of Default occurs and is continuingsuit or proceeding; provided that, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction right of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against Holder of any cost, liability or expense incurred in compliance with such request. Except to enforce the right Note to receive payment of principalthe principal of, premium, if any, or interest, if any, when dueon such Note, no Holder shall have any right on or after the respective due dates, or to institute any proceeding, judicial or otherwise, with respect to the Indenture, or suit for the appointment enforcement of a receiver any such payment shall not be impaired or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to affected without the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect consent of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestHolder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee mayor exercising any trust or power conferred on the Trustee with respect to the Notes, on behalf of provided that the Trustee may decline to follow such direction if the Trustee determines that such action or proceeding is unlawful or would involve the Trustee in personal liability. The Issuers are required to furnish to the Trustee annually a certificate as to compliance by the Issuers with all Holders, rescind an acceleration or waive any existing Default or Event of Default conditions and its consequences covenants under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 2 contracts

Samples: Supplemental Indenture (Triton Energy LTD), Supplemental Indenture (Triton Energy LTD)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to include (i) default by the Notes occurs upon the occurrence Company in any payment of any of the following events: the default for 30 days in payment when due installment of interest on any Security when the Notes; the default in payment when same becomes due of the principal of or premiumand payable, if any, on the Notessuch default continues for a period of 30 days; the failure (ii) default by the Company in the payment of any installment of principal of any Security when the same becomes due and payable at its stated maturity, upon declaration of acceleration, notice of option to comply with Section 4.17 of the Indentureelect repayment or otherwise; the (iii) failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) Guarantor to comply with any of its other agreements covenants in the Indenture, Notes Securities or the Note GuaranteesIndenture (other than those referred to in clause (i) or (ii) above) and continuance of such failure for 90 days after the notice specified below; (iv) acceleration of the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount payment of any Indebtedness of the Company Company, any Guarantor or any Restricted Subsidiary, or the acceleration Significant Subsidiary in a principal amount exceeding $50,000,000 as a result of the final stated maturity failure of the Company, such Guarantor or such Significant Subsidiary to perform any covenant or agreement applicable to such Indebtedness (Indebtedness, which acceleration is not rescindedrescinded or annulled within 60 days after written notice thereof or is not paid when otherwise due after the applicable grace period, annulled if any, specified in the agreement or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of instrument relating to such Indebtedness, together with ; (v) the principal amount occurrence of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiaryare set forth in the Indenture; or except as permitted (vi) default by the Indenture Company in the payment of Cash or shares of Class B Common Stock (if any) upon conversion of any Security (including any Additional Shares) when the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force same becomes due and effect, or payable; (vii) default by the Company or any Restricted Subsidiary or any Person acting on behalf in the payment of the purchase price of any Security when the same becomes due and payable; and (viii) failure by the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteeto provide on a timely basis written notice of a Fundamental Change as required by Section 3.01(b) of the First Supplemental Indenture. In the case of If an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any (other than an Event of Default specified in Section 6.01(5) or (6) of the Original Indenture and except as otherwise provided in Section 6.13 of the Original Indenture) occurs and is continuing, the Trustee Trustee, in its discretion, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities by notice to the Company and the Trustee, may declare the principal amount of, and accrued and unpaid interest on all the Notes Securities to be due and payable immediatelypayable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case If an Event of Default specified in Section 6.01(5) or (6) of the Original Indenture occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of and interest on all the then outstanding Notes Securities issued pursuant to this Indenture shall have made written request to ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestSecurityholders. The Holders of a majority in aggregate principal amount of the then outstanding Notes Securities by written notice to the Trustee may, on behalf of all Holders, and the Company may rescind an acceleration or waive any existing Default or Event of Default the Securities and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, decree and if all existing Events of Default have been cured or waived except a continuing nonpayment of the principal amount of or interest on the Securities that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or Event of Default impair any right consequent thereto. Securityholders may not enforce the Indenture or the Securities except as provided in the payment of principal of, premium on, if any, Indenture. The Trustee may refuse to enforce the Indenture or interest on, the NotesSecurities unless it receives indemnity or security satisfactory to it. Subject to the limitations provided for in the Indenture.

Appears in 2 contracts

Samples: First Supplemental Indenture (Molson Coors Brewing Co), Molson Coors Capital Finance ULC

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.17 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure remains uncured for 30 days; the (iv) failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its certain other agreements in the Indenture, Notes Indenture or the Note GuaranteesNotes; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of the principal of, premium onand Liquidated Damages, if any, or interest on, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Indenture (Elgin National Industries Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer or the failure to make a Special Mandatory Redemption Payment); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteeslast paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 350.0 million or more at any time; the (v) failure by the Company to pay final non-appealable judgments entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary to pay final judgments of the Company in amounts aggregating in excess of $200.0 350.0 million, which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to (vi) the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days; or (viii) any Guarantee of a Guarantor that is a Material Subsidiary (or group of Guarantors that would constitute a Material Subsidiary) or any material provision thereof ceases to be in full force and effect or any Guarantee of a Guarantor is declared to be null and void and unenforceable or any Guarantee of a Material Subsidiary is found to be invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture). If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Equinix Inc)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the (iii) failure by the Company Authority or any of its Restricted Subsidiaries to comply with Section 4.17 4.10 or 5.01 of the Indenture; the (iv) failure by the Company Authority or any of the its Restricted Subsidiaries for 60 30 days after written notice from to the Authority by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) to comply with any of its covenant, representation, warranty or other agreements agreement in the Indenture, the Notes or the Note GuaranteesSecurity Documents; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Authority or any of its Restricted Subsidiary, Subsidiaries which default (A) is caused by a Payment Default or (B) results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedprior to its express maturity; and in each case, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect accelerated, aggregates to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (vi) certain final judgments aggregating for the payment of money in excess of $200.0 million, which judgments 50.0 million that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company Authority or any of its Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (viii) revocation, all outstanding Notes will become due termination, suspension or other cessation of effectiveness of any Gaming License which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at the Resort or Pocono Downs; (ix) cessation of gaming operations for a period of more than 90 consecutive days at the Resort or Pocono Downs (other than as a result of a casualty loss); (x) the Lease ceases to be in full force and payable immediately without further action or notice. If effect in any other Event material respect; (xi) failure by the Tribe to comply with the provisions of Default occurs Article 12 of the Indenture for 30 days after notice to the Authority and is continuing, the Tribe by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding provided such 30-day period shall not apply to any failure by the Tribe to comply with clauses (h), (j), (m) and (o) of Section 12.01 of the Indenture; and (xii) (a) any Security Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or is declared null and void, other than in accordance with the terms of the relevant Security Document; or (b) except as permitted by the Indenture, any Lien purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a fair market value in excess of $25.0 million ceases to be an enforceable and perfected second-priority Lien, subject only to Permitted Prior Liens; or (c) the Authority or any Restricted Subsidiary, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Authority or any Restricted Subsidiary set forth in or arising under any Security Document. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default with respect to the Notes and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default Default(other than nonpayment of principal, interest or premium that has become due solely because of an acceleration that has been rescinded) in the payment of principal of, premium onpremium, if any, or interest on, or the principal of, the Notes, including in connection with an offer to purchase. The Authority is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Authority is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Mohegan Tribal Gaming Authority

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on the Notes; the any Security when due, continued for 30 days, (ii) a default in the payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 10 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 5.1 of the Indenture; , (iv) the failure by the Company to comply for 30 days after notice with certain of its obligations under Article 4 of the Indenture (in each case, other than a failure to purchase Securities), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Securities or the Indenture, (vi) the failure by any Note Guarantor to comply with its obligations under any Note Guarantee to which such Note 7 138 Guarantor is a party, after any applicable grace period, (vii) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million or its foreign currency equivalent (the "cross acceleration provision"), (viii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (the "bankruptcy provisions"), (ix) the rendering of any Restricted Subsidiaryjudgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the acceleration of the final stated maturity of event any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationappeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million5.0 million or its foreign currency equivalent against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaidor bonded or insured by a third Person, undischarged if (A) an enforcement proceeding thereon is commenced or unstayed (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed (the "judgment default provision") or (x) the failure of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that Note Guarantee by a Note Guarantor which is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Note Guarantor of its obligations under its the Indenture or any Note GuaranteeGuarantee if such Default continues for 10 days. In the case of If an Event of Default arising from (other than a Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect to reorganization of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuingcontinuing , the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes Securities may declare the principal of and accrued but unpaid interest on all the Notes Securities to be due and payable immediately. Certain events of bankruptcy, insolvency, or reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or Event interest) if and so long as a committee of Default if it its Trust Officers in good faith determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Appears in 1 contract

Samples: Telex Communications Inc

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude in summary form: the default for 30 days in payment when due of interest on the Notes; the (i) default in payment when due of the principal principal, the Change of Control or Asset Sale Offer purchase price or premium, if any, on the 7-Year Dollar Notes; (ii) default for 30 days in the failure by the Company to comply with Section 4.17 payment when due of the Indenture; the failure by the Company interest on or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional NotesLiquidated Damages, if any, with respect to the 7-Year Dollar Notes; (iii) to comply with default on any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness Debt of the Company or any Restricted SubsidiarySignificant Subsidiary if either (a) such default results from failure to pay principal of such Debt in excess of $25 million at Stated Maturity of such Debt, or (b) as a result of such default, the acceleration of the final stated maturity of any such Indebtedness (Debt has been accelerated, so that the same shall be or becomes due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration is shall not rescinded, be rescinded or annulled or otherwise cured within 30 days of receipt by days, and the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such IndebtednessDebt, together with the principal amount of any other such Indebtedness Debt of the Company or any Significant Subsidiary in default for failure to pay principal at final stated default, or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 25 million or more more; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders of at any timeleast 25% in aggregate principal amount of the 7-Year Dollar Notes then outstanding to comply with certain other covenants or agreements in the Indenture or the 7-Year Dollar Notes (provided that no such notice need be given, and an Event of Default shall occur 30 days after breach of the covenants in Sections 4.06, 4.07, 4.08 or 5.01 of the Indenture); (v) the failure by the Company or any Restricted Significant Subsidiary to pay final judgments by courts of competent jurisdiction aggregating in excess of $200.0 25 million, which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 30 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (vi) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Subsidiary Guarantee; and (vii) certain events of bankruptcy or insolvency with respect to the Company or certain Restricted Subsidiaries. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding 7-Year Dollar Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% the 7-Year Dollar Notes except as provided in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyIndenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the 7-Year Dollar Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to a payment on the 7-Year Dollar Notes) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the 7-Year Dollar Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the 7-Year Dollar Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium onor premium, interest or Liquidated Damages, if any, or interest on, the 7-Year Dollar Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Indenture (Azurix Corp)

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect include: (1) the Company fails to the Notes occurs upon the occurrence pay any installment of interest on any of the following events: the default Notes as and when due and payable, and such failure continues for 30 days in days, whether or not such payment when due is prohibited by Article 11 of interest on the NotesIndenture; (2) the default in payment when due Company fails to pay all or any part of the principal of of, or premium, if any, on the Notes; Notes as and when the failure same become due and payable at maturity, redemption, by the Company acceleration or otherwise, including, without limitation, pursuant to comply with Section 4.17 any repurchase offer, whether or not such payment is prohibited by Article 11 of the Indenture; the failure by (3) the Company or fails to perform its obligations and agreements regarding any conversion of the Restricted Subsidiaries Notes required under this Indenture and such failure continues for 30 days; (4) the Company fails to observe or perform any other covenant or agreement contained in the Notes or the Indenture and such failure continues for a period of 60 days after a written notice from is given to the Trustee or Holders of not less than 25% of Company; (5) (A) the aggregate principal amount of Company fails to make any payment at the then outstanding Notes (final stated maturity, including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount period, in respect of any Indebtedness of the Company or any Restricted SubsidiaryCompany, or the acceleration other than non-recourse obligations, in an amount in excess of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount $10,000,000 and continuance of such Indebtedness, together with the principal amount of any other such Indebtedness in default failure for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the a 30-day period described above has passed)after written notice is given to the Company, equals $200.0 million or more at any time; the failure by (B) the Company or defaults with respect to any Restricted Subsidiary to pay final judgments aggregating Indebtedness of the Company, other than non-recourse obligations, which default results in the acceleration of Indebtedness in an amount in excess of $200.0 million, which judgments remain unpaid, undischarged 10,000,000 without such Indebtedness having been discharged or unstayed such acceleration having been rescinded or annulled for a 30-day period of 60 daysafter a written notice is given to the Company; (6) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted and (7) final unsatisfied judgments not covered by the Indenture or the Note Guaranteesinsurance aggregating in excess of $10,000,000, at any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or one time rendered against the Company or any Restricted Subsidiary of its Significant Subsidiaries and not stayed, bonded or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteedischarged within 60 days. In the case of If an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any (other than an Event of Default specified in clause (6) or (7) of Section 6.01 of the Indenture) occurs and is continuing, and unless the Trustee principal of all of the Notes shall have already become due and payable, the Trustee, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default (except a Default in payment of amounts specified in clause (1) or Event of Default (2) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Appears in 1 contract

Samples: Indenture (Vector Group LTD)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the , (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other agreements in the IndentureIndenture Documents; (v) default under any mortgage, Notes indenture or the Note Guarantees; the failure to pay at final maturity (giving effect to instrument under which there may be issued or by which there may be secured or evidenced any applicable grace periods and any extensions thereof) the stated principal amount of any Material Indebtedness of for money borrowed by the Company or any of its Restricted Subsidiary, Subsidiaries (or the acceleration payment of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt guaranteed by the Company or any of its Restricted Subsidiaries), whether such Restricted Subsidiary Material Indebtedness or Guarantee now exists, or is created after the date of notice of any such accelerationthe Indenture, if that default: (a) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for is caused by a failure to pay principal at final stated maturity of, or which has been so accelerated interest or premium, if any, on, such Material Indebtedness prior to the expiration of the grace period provided in such Material Indebtedness on the date of such default (a “Payment Default”); or (b) results in each case with respect the acceleration of such Material Indebtedness prior to which the 30-day period described above has passed), equals $200.0 million or more at any timeits express maturity; the (vi) failure by the Company or any of its Restricted Subsidiary Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $200.0 million35,000,000 (not covered by independent third-party insurance as to which liability has not been denied by such insurance carrier), which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 days; certain events (vii) except as expressly permitted by the Indenture and the Collateral Documents, any of bankruptcy the Collateral Documents shall for any reason cease to be in full force and effect in all material respects, or insolvency the Company or a Guarantor shall so assert, or any security interest created, or purported to be created, by any of the Collateral Documents with respect to Collateral exceeding $35,000,000 in Fair Market Value shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class, except solely as a result of the Collateral Agent taking or refraining from taking any action in its sole control; (viii) the repudiation by the Company or any Restricted Subsidiary that is a Significant SubsidiaryGuarantor of any of its material obligations under the Collateral Documents; or (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company any Guarantor, denies or any Restricted Subsidiary shall deny or disaffirm disaffirms in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from ; and (x) certain events of bankruptcy or insolvency, insolvency described in the Indenture with respect to the Company, Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. In the event of any Event of Default specified in clause (v) of this paragraph (12), such Event of Default and all consequences thereof shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of Notes, if within 30 days after such Event of Default arose (x) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (z) if the default that is the basis for such Event of Default has been cured. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in the Holders’ interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Intercreditor Agreement (KCG Holdings, Inc.)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.17 4.07, 4.09, 4.10 or 5.01 of the Indenture, remaining uncured for 15 days after written notice; the (iv) failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its certain other agreements Agreements in the Indenture, the Notes or the Note GuaranteesCollateral Agreements; the failure (v) default under certain other Agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; (viii) the breach of certain covenants in the Collateral Agreements or the Collateral Agreements shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect; and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its such Guarantor's Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.or

Appears in 1 contract

Samples: Indenture (Key Energy Group Inc)

Defaults and Remedies. An "Event of Default with respect to Default" occurs if: (i) the Notes occurs upon Issuers default in the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; Notes and the default continues for a period of 30 days (whether or not prohibited by the subordination provisions of the Indenture); (ii) the Issuers default in the payment when due of the principal of or premium, if any, on the Notes; the failure Notes (whether or not prohibited by the Company subordination provisions of the Indenture), (iii) the Issuers fail to comply with Section 4.17 4.15 of the Indenture; (iv) the failure by the Company Issuers or any of Guarantor fail to observe or perform any other covenant, warranty or other agreement in the Restricted Subsidiaries Indenture or the Notes and such failure continues for 60 days after written notice from of such failure shall have been given to the Issuers by the Trustee or to the Issuers and the Trustee by Holders of not less than 25at least 25 % of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notesv) a default occurs under any mortgage, if any) to comply with indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by either Issuer or any of its other agreements in their respective Subsidiaries (or the payment of which is guaranteed by either Issuer or any of their respective Subsidiaries) whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, Notes which default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the Note Guarantees; the failure to pay payment of such issue of Indebtedness at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated the maturity or of which has been so accelerated (in each case with respect to or which the 30-day period described above has passed)not been paid at maturity, equals aggregates $200.0 10 million or more at any timemore; the failure by the Company (vi) Consoltex Group or any Restricted Subsidiary of its Subsidiaries fails to pay final judgments aggregating in excess of $200.0 10 million, which judgments remain unpaid, undischarged are not satisfied or unstayed stayed for a period of 60 consecutive days; (vii) certain events of bankruptcy or insolvency occur with respect to the Company Issuers or any Restricted Subsidiary that is a Significant Subsidiaryof their Subsidiaries; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case Guarantee of an Event such Guarantor and such condition shall have continued for a period of Default arising from certain events 60 days after written notice of bankruptcy or insolvency, with respect such failure requiring the relevant Guarantor and the Issuers to remedy the same shall have been given to the Company, any Restricted Subsidiary that is a Significant Subsidiary issuers by the Trustee or any group to the Issuers and the Trustee by Holders of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding at least 25% in aggregate principal amount of the Notes will become due and payable immediately without further action or noticethen outstanding. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525 % in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately: PROVIDED, that so long as any Indebtedness permitted to be incurred pursuant to clause (a) of the second paragraph of Section 4.09 of the Indenture shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness or (ii) five Business Days after receipt by the Issuers and the agent (or, in the absence of such agent, the lender) under the Credit Agreement (so long as any Indebtedness is outstanding thereunder) of written notice of such acceleration of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the issuers or any of their respective Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium onthe Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, if any, or interest onincluding with respect to any Restricted Payments made during such year, the Notesbasis upon which the calculations required by Section 4.07 of the Indenture were computed (which calculations may be based upon Consoltex Group's latest financial statements), and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Indenture (Consoltex Inc/ Ca)

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any The Indenture provides that each of the following eventsconstitutes an Event of Default: (a) the default failure of the Company to pay any installment of interest (or Liquidated Damages, if any) on the Notes as and when the same becomes due and payable and the continuance of any such failure for 30 days in payment when due of interest on days; (b) the Notes; the default in payment when due failure of the principal Company to pay all or any part of the principal, or premium, if any, on the NotesNotes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payment of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a Change of Control Offer or Asset Sale Offer, as applicable; (c) the failure of the Company or the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries Guarantors to observe or perform any other covenant or agreement contained in the Notes or the Indenture and, except for 60 Sections 4.13 and 4.16 and Article V thereof, which failure continues for a period of 30 days after written notice from is given to the Company by the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted and the Trustee by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then Notes outstanding; (d) a default occurs and is continuing (after giving effect to any waivers, amendments, applicable grace periods or any extension of any maturity date) under the Indebtedness of the Company or the Indebtedness of any the Company's Subsidiaries with an aggregate amount outstanding Notes may declare all in excess of $10,000,000 (i) resulting from the Notes failure to pay principal of or interest on such Indebtedness; or (ii) if as a result of such default, the maturity of such Indebtedness has been accelerated prior to its stated maturity; (e) final nonappealable unsatisfied judgments not covered by insurance aggregating in excess of $10,000,000, at any one time rendered against the Company or any of its Subsidiaries and not stayed, bonded or discharged within 60 days; (f) any Guarantee of a Guarantor ceases to be due in full force and payable immediately. Subject effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee and the Indenture) or any Guarantor denies or disaffirms its Obligations under its Guarantee or the Collateral Agreements; (g) any failure to certain limitationscomply with any material agreement or covenant in, Holders or material provision of, any of the Collateral Agreements, or any breach of a majority in aggregate principal amount representation under, the Collateral Agreements; (h) any of the then outstanding Notes may direct Collateral Agreements ceases to be in full force and effect (except as contemplated in the Indenture or the Collateral Agreements) or any of the Collateral Agreements ceases to give the Trustee (or, in its exercise the case of any trust or power. The Trustee will be required a Mortgage, ceases to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge or any other trustee under such Mortgage) any of the Liens, rights, powers or privileges purported to be created thereby with respect to a material portion of the Collateral (except as contemplated in the Indenture unless or the default Collateral Agreements), or any of the Collateral Agreements is declared null and void by the Company or a court of competent jurisdiction (except as contemplated in the Indenture or the Collateral Agreements), or the Company or any Guarantor denies that it has been cured any further liability under any Collateral Agreement to which it is a party or waived. The Trustee may withhold from Holders gives notice of any continuing Default or Event such effect (in each case other than by reason of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions termination of the Indenture relating or any such Collateral Agreement in accordance with its terms or the release of any Guarantor in accordance with the Indenture); (i) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (j) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the duties entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Trustee, in case an Event Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or (k) failure by the Company or the Guarantors to notify the Trustee within 3 Business Days following its discovery of any Default. If a Default occurs and is continuing, the Trustee will must, within 90 days after the occurrence of such Default, give to the Holders notice of such Default, but the Trustee shall be under no obligation to exercise any protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the rights or powers under Holders, except in the Indenture at case of a Default in the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principalthe principal of, premium, if any, or interest, if any, when due, no Holder shall have interest on any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder when due or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, any redemption or interest on, the Notesrepurchase obligation.

Appears in 1 contract

Samples: Orbital Sciences Corp /De/

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment, when due and payable, of interest on, or Liquidated Damages, if any, with respect to the Notes; (ii) default in the payment when due of interest on the Notes; the default in payment when due and payable of the principal of of, or premium, if any, on on, the Notes; the failure by the Company , at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes or the Note Guarantees; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default is caused by a Payment Default or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedprior to its express maturity and, annulled or otherwise cured within 30 days of receipt by in each case, the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 25 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (vi) certain final judgments for the payment of money aggregating in excess of $200.0 million, which judgments 25 million that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiary and (viii) except as permitted by the Indenture, all outstanding Notes will become due any Note Guarantee is held in any judicial proceeding before a court of competent jurisdiction to be unenforceable or invalid or ceases for any reason to be in full force and payable immediately without further action effect, or noticeany Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor's Note Guarantee. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest or premium onor Liquidated Damages, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, ,) if it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium onor Liquidated Damages, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 10 Business Days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Execution Copy (M & F Worldwide Corp)

Defaults and Remedies. An Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default with respect to the 2029 Notes occurs upon the occurrence (other than an Event of any Default specified in Section 5.01 (vii), (viii) or (ix) of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency Indenture with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Guarantor) shall have occurred and be continuing, unless the Indenture or principal of all the Note Guarantees, any Note Guarantee 2029 Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will have already become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingpayable, the Trustee or Holders of at least not less than 25% in aggregate principal amount of the 2029 Notes then outstanding Notes outstanding, by notice in writing to the Company, each Guarantor and the Trustee, may declare the entire principal amount of all the 2029 Notes and interest accrued and unpaid thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, without any further declaration or other act on the part of any Holder of the 2029 Notes. Subject If certain Events of Default specified in Section 5.01 (vii), (viii) or (ix) of the Indenture occur with respect to certain limitationsthe Company and are continuing, Holders of a majority in aggregate the principal amount of and accrued and unpaid interest on all the then outstanding 2029 Notes may direct issued pursuant to the Indenture shall become immediately due and payable, without any declaration or other act on the part of the Trustee in its exercise or any Holder of any trust or powerthe 2029 Notes. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will shall be under no obligation to exercise any of the its rights or powers under the Indenture at the request or direction of any of the Holders of the 2029 Notes, unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred the Trustee. Except in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders case of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest onon any 2029 Note (including payments pursuant to a redemption or repurchase of the 2029 Notes pursuant to the provisions of the Indenture), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of the 2029 Notes.

Appears in 1 contract

Samples: Supplemental Indenture (British American Tobacco p.l.c.)

Defaults and Remedies. An Each of the following is an Event of Default with respect under the Indenture: the failure to pay interest, including Special Interest, if any, on the Notes occurs upon when that interest or Special Interest becomes due and payable and the occurrence of any of the following events: the default Default continues for 30 days in payment when due of interest on the Notesdays; the default in payment when due of the failure to pay principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Notes when that principal or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notespremium, if any) to comply with any of its other agreements in the Indenture, Notes becomes due and payable, at maturity, upon redemption or the Note Guaranteesotherwise; the failure to pay at final maturity (giving effect to observe or perform any applicable grace periods and any extensions thereof) other covenant or agreement contained in the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Notes or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 millionIndenture, which judgments remain unpaid, undischarged or unstayed failure continues for a period of 60 days; certain events of bankruptcy or insolvency with respect to days after the Company or any Restricted Subsidiary that is Issuer receives a Significant Subsidiary; or except as permitted by written notice specifying the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising default from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of outstanding Notes; the then outstanding Notes may declare all failure by the Notes Issuer or any Restricted Subsidiary to be due and payable immediately. Subject pay Debt at the final stated maturity, after giving effect to certain limitationsany extensions, Holders or upon the acceleration of a majority in the final stated maturity of that Debt, if the aggregate principal amount of that Debt, together with the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of any other such Debt in default for failure to pay principal at the then outstanding Notes final stated maturity, after giving effect to any extensions, or upon the acceleration of the final stated maturity of that Debt, aggregates $20.0 million or more at any time and such default shall not have made written request been cured or such acceleration shall not have been rescinded after a 10-day period; one or more judgments in an aggregate amount in excess of $20.0 million, which judgments are not covered by insurance, or if covered by insurance, as to which the Trustee to institute proceedings in respect insurer has disclaimed coverage, being rendered against the Issuer or any of its Restricted Subsidiaries and such Event judgment or judgments remain undischarged, unwaived or unstayed for a period of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreejudgments become final and nonappealable; certain events of bankruptcy, except a continuing Default insolvency or Event reorganization affecting the Issuer or any of Default in the payment of principal of, premium on, if any, or interest on, the Notesits ---------- (2) To be used for Temporary Regulation S Global Note only.

Appears in 1 contract

Samples: S&c Resale Co

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if anyinterest, on the Notes; (ii) the failure by to pay the Company to comply with Section 4.17 of the Indenture; principal on any Notes, when such principal becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure by to make a payment to purchase Notes tendered pursuant to a Change of Control Offer, Net Proceeds Offer or an Event of Loss Offer); (iii) default of any covenant contained in the Company or any of the Restricted Subsidiaries Indenture for 60 30 days after written notice from to Mxxxxx Publishing by the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then Notes outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements except in the Indenturecase of a default with respect to Sections 3.9, Notes or 4.10, 4.21 and 5.1 of the Note GuaranteesIndenture which will constitute an Event of Default with such notice requirement but without the passage of time requirement); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Mxxxxx Publishing or any Restricted SubsidiarySubsidiary of Mxxxxx Publishing, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company Mxxxxx Publishing or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness is $5.0 million or more or the aggregate amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 10.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay (v) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $10.0 million; (vi) certain events of bankruptcy or insolvency with respect to the Company Mxxxxx Publishing, Mxxxxx Finance or any Restricted Significant Subsidiary of Mxxxxx Publishing, (vii) any Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary; Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture), (viii) the actual or except as permitted by asserted invalidity or impairment of any material provision in the Indenture or any other Indenture Document delivered in connection with the Note GuaranteesIssuance of the Notes or pursuant to the Indenture, (ix) (a) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required herein or therein) in favor of the Collateral Agent, free and clear of all other Liens (other than Liens permitted under the Indenture and under the respective Security Documents), (b) except for expiration in accordance with its terms, any Note Guarantee of the Security Documents shall for whatever reason be held in any judicial proceeding to be unenforceable terminated or invalid or shall cease for any reason to be in full force and effect, or (c) the Company enforceability thereof shall be contested by Mxxxxx Publishing, Mxxxxx Finance or any Guarantor; (x) the interest rate payable on the Refinanced Debt exceeds LIBOR plus 970 basis points, as calculated on a per annum basis, provided that if the Refinanced Debt bears a fixed rate of interest, such determination shall be made on the date such Refinanced Debt is incurred; (xi) any Obligor or Restricted Subsidiary makes a payment of cash interest on the Tranche B Loan or makes any Person acting on behalf principal payment on, purchases, redeems, prepays or otherwise acquires for cash, any portion of the Company Tranche B Loan prior to the payment in full in cash of the Obligations under the Indenture, except as expressly provided in this Indenture or in connection with the Required Refinancing. If any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default (other than those arising from certain events of bankruptcy or insolvency, with respect to insolvency described in the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Indenture) occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.the

Appears in 1 contract

Samples: Indenture (Morris Publishing Group LLC)

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Special Interest in respect of, the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture); the (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Sections 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 30 days after written notice to the Company from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its obligations under Sections 4.07 and 4.09 of the Indenture; (v) failure by the Company for 60 days after notice to the Company from the Trustee to comply with certain other agreements in the Indenture, Notes Indenture or the Note GuaranteesNotes; the failure (vi) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess not covered by insurance for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee by a Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantees by a group of Guarantors that, when taken together, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Subsidiary Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct in writing the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, special Interest or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Payless Shoesource Inc /De/

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment is prohibited by Article 10 or Article 12 of the First Supplemental Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or Asset Sale Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment is prohibited by Article 10 or Article 12 of the First Supplemental Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the First Supplemental Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary of the Company (other than the failure by a Securitization Entity to pay Indebtedness owed to the Company or a Restricted Subsidiary of the Company) or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 30.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $30.0 million (to the failure extent not covered by independent third party insurance as to which the insurer does not dispute the coverage) shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (vi) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee of any Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor that is a Significant Subsidiary, or any Person acting on behalf of the Company or any Restricted Subsidiary such Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from ; and (vii) certain events of bankruptcy or insolvencybankruptcy, as set forth in the Indenture, with respect to the Company, Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal and all accrued interest on all the Notes to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable and (ii) if there are any amounts outstanding under the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility or five Business Days after receipt by the Company and the Representative under the Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture and the Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Appears in 1 contract

Samples: Central Garden & Pet Co

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